SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
☑ Filed by the Registrant | ☐ Filed by a Party other than the Registrant |
Check the appropriate box:
☐ Preliminary Proxy Statement | ||||
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
☑ Definitive Proxy Statement | ||||
☐ Definitive Additional Materials | ||||
☐ Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12 | ||||
TELEDYNE TECHNOLOGIES INCORPORATED | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement) | ||||
☑ | No fee required. | |||
☐ |
Fee paid previously with preliminary materials | |||
☐ | Fee computed on table | |||
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Teledyne Technologies Incorporated 1049 Camino Dos Rios Thousand Oaks, CA 91360 |
March 10, 20202022
Dear Stockholder:
We are pleased to invite you to attend the 20202022 Annual Meeting of Stockholders of Teledyne Technologies Incorporated. The meeting willIncorporated (the “Company”) to be held virtually on Wednesday, April 22, 2020, beginning27, 2022 at 9:00 a.m. (Pacific Time), at the Company’s offices at 1049 Camino Dos Rios, Thousand Oaks, California 91360. For your convenience, we are offering a live webcast ofPacific Time. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting: www.meetnow.global/MRAUFYL on our Internet website, www.teledyne.com.the meeting date and at the time described in the accompanying Proxy Statement. There is no physical location for the annual meeting.
This booklet includes the Notice of Meeting as well as the Company’s Proxy Statement.
Teledyne is monitoring the emerging public health impact of the coronavirus outbreak (COVID-19). The health and well-being of our employees and stockholders are paramount. If public health developments warrant, we may need to change the location of the Annual Meeting or switch to a virtual meeting format. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.
We are following the Securities and Exchange Commission rule that permits us to furnish proxy materials to our stockholders via the Internet. We believe electronic delivery of our proxy materials will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials. As a result, we are mailing a short Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders instead of a paper copy of our full proxy materials. The Notice contains instructions on how to cast your vote online and how to electronically access our proxy materials, including the Notice of Annual Meeting, Proxy Statement, 2019 Annual Report and a proxy card. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials. If you receive a paper copy of our proxy materials, you may cast your vote by completing the enclosed proxy card and returning it in the enclosed self-addressed, postage-paid envelope, or by utilizing the telephone or Internet voting mechanisms noted on the proxy card.
We know that many of you aremay be unable to attend the virtual Annual Meeting in person.Meeting. The proxies that we solicit give you the opportunity to vote on all matters that are scheduled to come before the Annual Meeting. Whether or not you plan to attend, you can be sure that your shares are represented by promptly voting and submitting your proxy by phone or by Internet as described in the following materials, or if you request that proxy materials be mailed to you, by completing, signing, dating, and returning your proxy card enclosed with those materials in the postage-paid envelope provided to you.
If you are a stockholder of record and plan to attend the meeting, please indicate so if voting electronically when prompted or write “WILL ATTEND” in the comment box on your proxy card if voting by mail so that you will be included on our admittance list for the meeting.
Thank you for your investment in our Company. We look forward to seeing youyour attendance virtually at the 20202022 Annual Meeting.
Sincerely,
Robert Mehrabian
Chairman, President and Chief Executive ChairmanOfficer
Teledyne Technologies Incorporated
Notice of Annual Meeting of Stockholders
Meeting Date: April Time: 9:00 a.m. Pacific time |
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Record Date: March |
Agenda
Stockholders will be asked to vote upon the following proposals at the Annual Meeting:
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Stockholder ListThe 2022 Proxy Statement and the 2021 Annual Report to Stockholders are available at www.envisionreports.com/TDY
A list of stockholders entitledTo access the virtual Annual Meeting, go to vote will be available during business hours for 10 days priorwww.meetnow.global/MRAUFYL before the scheduled start time. Online access to the meeting will begin at 8:45 a.m. Pacific. Teledyne’s proxy materials are currently available at www.envisionreports.com/TDY.
Attending the Virtual Meeting as a Stockholder of Record
If you were a holder of record of common stock of Teledyne at the Company’s executive offices, 1049 Camino Dos Rios, Thousand Oaks, California 91360,close of business on March 1, 2022 (the “Record Date”) (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), you can attend the meeting by accessing www.meetnow.global/MRAUFYL and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you previously received.
Registering to Attend the Annual Meeting as a Beneficial Owner
If you were a beneficial holder of record of common stock of Teledyne as of the Record Date (i.e. you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of Teledyne common stock you held as of the Record Date, along with your name and email address, to Computershare. Please forward the email from your broker, or attach an image of your legal proxy to legalproxy@computershare.com. Requests for examinationregistration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern, on April 22, 2022. You will then receive a confirmation of your registration, with a control number, by anyemail from Computershare. At the time of the meeting, go to www.meetnow.global/MRAUFYL and enter your control number.
Asking Questions
If you are attending the meeting as a stockholder for any legally valid purpose.
Admissionof record or registered beneficial owner, questions can be submitted by accessing the meeting center at www.meetnow.global/MRAUFYL, entering your control number, and clicking on the message icon in the upper right hand corner of the page. To return to the Meetingmain page, click the “i” icon at the top of the screen. Questions will be answered after the meeting by following up directly with the stockholder of record or the registered beneficial owner.
Teledyne’s stockholders
Voting Shares
If you have not already voted your shares in advance, you will be able to vote your shares electronically during the Annual Meeting by clicking on the “Cast Your Vote” link on the Meeting Center site. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting.
Attending the Annual Meeting as a Guest
If you would like to enter the meeting as a guest in listen-only mode, click on the “I am a Guest” button after entering the meeting center at www.meetnow.global/MRAUFYL and enter the information requested on the following screen. Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.
Only holders of Teledyne common stock as of the close of business on the Record Date or their authorized representatives by proxy may attend the meeting. If you are a stockholderAnnual Meeting. Please see the questions and answers section of record and you plan to attend the meeting,accompanying Proxy Statement for more information about attending the Annual Meeting. For information about the Company, please indicate so if voting electronically when prompted or write “WILL ATTEND” in the comment box on your proxy card if voting by mail so that you will be included onvisit our admittance list for the meeting. If your shares are held through an intermediary, such as a broker or a bank, you should present proof of your ownershipwebsite at the meeting. Proof of ownership could include a proxy from your bank or broker or a copy of your account statement.www.teledyne.com.
By Order of the Board of Directors,
Melanie S. Cibik
Senior Vice President, General Counsel, Chief Compliance Officer
and Secretary
March 10, 20202022
Your Vote Is Important:vote is important:
Whether or not you plan to virtually attend the Annual Meeting, please promptly submit your proxy electronically overvote as soon as possible by one of the Internet or by telephone, or if you receive a paper proxy card, please fill in, sign and promptly return your proxy cardmethods described in the enclosed postage-paid envelope.proxy materials for the Annual Meeting to ensure that your shares are represented and voted at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting Stockholders to be Held on Wednesday, April 22, 2020. Our27, 2022. The Notice of Annual Meeting, Proxy Statement and 20192021 Annual Report on Form10-Kare available at:www.envisionreports.com/tdy.
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DEFINED TERMS In this Proxy Statement, Teledyne Technologies Incorporated is sometimes referred to as the “Company” or “Teledyne”.
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TELEDYNE TECHNOLOGIES INCORPORATED | 20202022 Proxy Statement
Proxy Statement
for 2020 Annual MeetingNotice of Stockholders
Internet Availability
Pursuant to the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our Proxy Statement and Company’s Annual Report on Form 10-K for the Company is furnishing proxy materialsyear ended January 2, 2022 (the “2021 Annual Report”) to itscertain of our stockholders primarily viaover the Internet, rather than mailing paper copies of these materialswhich allows us to each stockholder. This is known asreduce costs associated with the “noticeAnnual Meeting and access” method of delivery. The Company believes this process will help ithelps to reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which the Company’s stockholders can access theseof proxy materials. On or about March 13, 2020,16, 2022, the Company will mail to each stockholder (other than those stockholders who previously had requested paper delivery of proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials, including this Proxy Statement and the Company’s 20192021 Annual Report on Form10-K filed with the SEC, on the Internet and how to access a proxy card to vote on the Internet or by telephone.online (the “eProxy Notice”). The eProxy Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of the proxy materials. If you received a Notice of Internet Availability of Proxy Materials by mail, youStatement and 2021 Annual Report. All other stockholders will not receive a paper copyprinted copies of the proxy materials unless you request one. If you would likeProxy Statement and the 2021 Annual Report, which will be mailed to receive a paper copysuch stockholders on or about March 16, 2022.
Cautionary Statements
Disclosures in this Proxy Statement may contain certain forward-looking statements within the meaning of Section 21E of the proxy materials, please followSecurities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the instructions includedSecurities Act of 1933, as amended (the “Securities Act”). Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “approximate,” “expect,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this Proxy Statement include the matters discussed regarding the expectation of performance under compensation plans, and anticipated financial and operational performance of the Company. The forward-looking statements contained in this Proxy Statement involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known to the Company. Although the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and are beyond the Company’s control. The risks and uncertainties that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth in Item 1A, “Risk Factors” in the Notice of Internet Availability of Proxy Materials. The2021 Annual Report, and in the other documents the Company may at its discretion voluntarily choosefiles from time to mail or deliver a paper copytime with the SEC.
Any forward-looking statement speaks only as of the proxy materials, includingdate on which such statement is made, and the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.
Incorporation by Reference
Neither the Personnel and Compensation Committee Report nor the Audit Committee Report shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference. In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 1 |
2022 Proxy Statement Summary
This summary highlights information about the Company and the upcoming Annual Meeting. As it is only a summary, please review the complete Proxy Statement and the Company’s 20192021 Annual Report on Form10-K filed withbefore you vote. References to “Teledyne,” “the Company,” “we,” “us” or “our” refer to Teledyne Technologies Incorporated.
2022 Annual Meeting of Stockholders
Time and Date: | 9:00 a.m., Pacific Time, April 27, 2022 | |
Virtual Meeting Link: | www.meetnow.global/MRAUFYL | |
Record Date and Voting: | Stockholders as of the record date, March 1, 2022, are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. |
How to Cast Your Vote
Your vote is important. Please carefully review the SEC, toproxy materials and vote using one or more stockholders.
We are offering a live webcast of the Annual Meetingfollowing advance voting methods. The deadline for voting by telephone is 11:59 p.m. Eastern time on our Internet website,www.teledyne.com. The webcast ofApril 26, 2022. If you vote by mail, your proxy card must be received before the Annual Meeting will consist of live sound and real-time access to printed material. To accessMeeting. If you hold shares in the webcast of the Annual Meeting,Teledyne Technologies Incorporated 401(k) Plan, your voting instructions must be received by 11:59 p.m. Eastern time on April 22, 2022.
Registered Stockholders | ||||
If you hold shares through our transfer agent, Computershare, please use one of the following options: | ||||
Visit www.envisionreports.com/tdy | Call 1-866-641-4276 or the number on your proxy card | Sign, date and return your proxy card by mail | ||
Beneficial Owners | ||||
If you hold shares through your bank or brokerage account, please vote by returning the voting instruction card, or by following the instructions for voting via telephone or the Internet, as provided by the bank, broker, or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares. |
If you are a stockholder should log on towww.teledyne.com on Wednesday, April 22, 2020 shortly before 9:00 a.m. (Pacific Time) and follow the instructions provided under the “Investors” section of the website. Stockholders will not be permittedrecord or a beneficial owner who has a legal proxy to vote via the Internet during the Annual Meeting nor will they be able to submit questions via the webcast during the questions and answers session.
Who May Vote
If you were a stockholder at the close of business on March 2, 2020,shares, you may choose to vote online at the Annual Meeting. On that day, there were 36,643,877 shares of our common stock outstanding.
Each share is entitled Even if you plan to one vote. In order to vote, you must either designate a proxy to vote on your behalf or attend the meetingvirtual Annual Meeting, please cast your vote as soon as possible. See the “Questions and vote your shares in person. Our Board of Directors requests your proxy so that your shares will count toward determination ofAnswers About the presence of a quorumMeeting and your shares can be voted at the meeting.
Methods of Voting
Stockholders of record can vote in person, by Internet, by telephone or by mail, as described below. If you are a beneficial stockholder, please refer to the information forwarded by your broker, bank or other holder of record to see what options are available to you. Stockholders of record may cast their vote by:” section for more details.
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TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 1
2022 Proxy Statement Summary (continued)
Voting ProceduresMatters and Board Recommendations
Board’s Voting Recommendation | Page Reference (for more detail) | |||||
ITEM 1. | Election of four Class II directors for a three-year term expiring at the 2025 Annual Meeting | ✓ FOR each director nominee | 12 | |||
ITEM 2. | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022 | ✓ FOR | 31 | |||
ITEM 3. | Approval of a non-binding advisory resolution on the Company’s executive compensation (“say on pay”) | ✓ FOR | 35 |
In addition, stockholders will transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.
Snapshot of 2022 Director Nominees
We believe that all of our Class II directors, who are being nominated for re-election at the Annual Meeting, and highly-qualified and vital members of a well-rounded, experienced Board. All director nominees possess high integrity, innovative thinking, a proven record of success, knowledge of corporate governance requirements and practices, and commitment to sustainability and social issues.
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2022 Proxy Statement Summary (continued)
The following table provides summary information about each director nominee standing for election to the Board for a three-year term expiring at the 2025 Annual Meeting. As further described below, our director nominees represent a diverse range of backgrounds and overall experience.
Nominee | Age | Independent | Director Since | Committee Memberships | ||||||
| Charles Crocker
Chairman and Chief Executive Officer, Crocker Capital and Retired Chairman and Chief Executive Officer of BEI Technologies, Inc.
| 83 | Yes | 2001 | • Personnel and Compensation Committee (Chair)
• Nominating and Governance Committee | |||||
| Robert Mehrabian
Chairman, President and Chief Executive Officer of the Company
| 80 | No | 1999 | ||||||
| Jane C. Sherburne
Principal of Sherburne PLLC and Former Senior Executive Vice President, General Counsel and Corporate Secretary of The Bank of New York Mellon Corporation
| 71 | Yes | 2014 | • Personnel and Compensation Committee
• Audit Committee | |||||
| Michael T. Smith
Retired Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation
| 78 | Yes | 2001 | • Lead Director
• Nominating and Governance Committee (Chair)
• Audit Committee |
Diversity
The board regularly assesses the diversity of its members and nominees as part of its annual evaluation process. We believe that our 11 directors represent a diverse and broad range of attributes, qualifications, experiences, and skills to provide an effective mix of viewpoints and knowledge.
3 | Female directors, representing approximately a third of our board | |
4 | Directors are female or ethnically diverse |
Director nominees are selected on the basis of, among other criteria, experience, knowledge, skills, expertise, integrity, diversity, ability to make independent analytical inquiries, understanding of, or familiarity
4 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
2022 Proxy Statement Summary (continued)
with, the Company’s business products or markets or similar business products or markets and willingness to devote adequate time and effort to Board responsibilities. The Nominating and Governance Committee and the Board believe that a diverse board leads to improved Company performance by encouraging new ideas, expanding the knowledge base available to management and fostering a boardroom culture that promotes innovation and vigorous deliberation. Consequently, when evaluating potential nominees, the Nominating and Governance Committee considers individual characteristics that may bring diversity to the Board, including gender, race, national origin, age, professional background, unique skill sets and areas of expertise. As part of its charter mandate, the Nominating and Governance Committee monitors our efforts in areas of diversity and keeps abreast of current and emerging trends with respect to diversity issues that may affect our business operations, performance or public image.
Governance Highlights
We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. Our corporate governance practices, highlighted below, are described in greater detail in the “Corporate Governance” section of this Proxy Statement.
Board Practices | ||
Board Independence | ✓ 10 out of 11 current Board members are independent. ✓ Lead independent director. | |
Board Leadership | ✓ The Chairman, President and Chief Executive Officer presides at meetings of stockholders and Board meetings. ✓ The lead independent director presides during the Board’s executive sessions. | |
Board Composition and Diversity | ✓ Our current directors have a diverse mix of skills, experience, and backgrounds, as specifically described under “Item 1 Election of Directors.” ✓ All director nominees exhibit certain key characteristics and skills, including high integrity, financial literacy, leadership experience, and business acumen, as further described under “Minimum Qualifications for Director Nominees and Board Member Attributes.” ✓ Three out of our 11 directors are women, and two directors are ethnically diverse. | |
Board Committees | ✓ Fully independent Audit, Personnel and Compensation, and Nominating and Governance Committees. ✓ Each committee has a written charter available on our website. | |
Board Accountability | ✓ Simple majority voting in uncontested director elections. ✓ If not elected, a director must tender his or her resignation to the Board for its consideration. ✓ Annual “say-on-pay” vote. ✓ Annual stockholder ratification of the Audit Committee’s selection of the independent auditor. ✓ One share, one vote. ✓ No poison pill. |
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2022 Proxy Statement Summary (continued)
Board Practices | ||
Board Engagement |
• Directors’ attendance at annual meetings of stockholders is expected absent good reason (due to COVID-19, all directors participated in the |
If you sign and return your proxy card, but do not make specific selections, your proxy will vote your shares as recommended by the Board.
Revoking Your Proxy
You may change your mind and stockholders of record may revoke a proxy at any time before it is voted at the meeting by:2021 Annual Meeting of Stockholders virtually).
✓ Our independent directors meet in regularly scheduled executive sessions without management present |
Board Effectiveness | ||
Board Evaluation and Assessments |
✓ Annual Board assessment of corporate governance best practices. | |
Stockholder Access to Directors | ✓ Stockholders may contact our Board as a | |
Board Oversight of Risk | ✓ Full Board is responsible for risk oversight and the Board committees oversee certain key risks. ✓ The Board oversees management in its assessment and mitigation of risks, and in taking appropriate risks. | |
Succession Planning | ✓ The Board actively monitors our management succession and development plans. ✓ At least annually, the Personnel and Compensation Committee, together with the Chairman, President and Chief Executive Officer, will report to the Board on succession planning, including plans for interim succession for the Chief Executive Officer in the event of an unexpected occurrence. | |
Diversity and Inclusion Initiatives | ✓ Management regularly updates the Nominating and Governance Committee on social responsibility and diversity matters. ✓ We have made progress in our efforts to promote diversity and inclusion. Today, approximately one-third of our executive management team, as well as our Board of Directors, are women. ✓ We have an Equality, Diversity and Inclusion Committee led by Teledyne’s Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. | |
Alignment with Stockholder Interests | ||
Clawback and Anti-Hedging and Pledging Policies | ✓ We have a formal policy related to the “clawback” of incentive compensation in the event of a material financial misstatement or in the event of fraud or criminal misconduct. ✓ Our insider trading policy prohibits short sales of our stock, buying or selling put or call options on our stock, holding our stock in a margin account, pledging our stock as collateral for a loan, or entering into hedging or monetization transactions with respect to our stock, in each case without prior |
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2022 Proxy Statement Summary (continued)
Alignment with Stockholder Interests | ||
Stock Ownership |
• The Chairman, President and Chief Executive Officer must retain equity equal in value to five times his base salary. • Each of the • Each of our directors must retain equity equal in value to five times the annual director retainer. | |
Corporate Responsibility | ✓ We are committed to acting as a good corporate citizen and ✓ Our Global Code of Ethical Business Conduct and other policies and information related to corporate social responsibility can be found at www.teledyne.com under “Who We Are” — “Corporate Governance.” ✓ In February 2022, we published our inaugural Corporate Social Responsibility report, in |
Core Values
Corporate responsibility is part of our overall culture. Our four Core Values – Integrity, Respect, Responsibility, and Citizenship – guide the decisions we make as an organization.
Integrity | Respect | Responsibility | Citizenship |
We conduct our business in accordance with all applicable laws and regulations and with the highest standards of ethics and honesty. We expect the same from our business partners and from those who represent the Teledyne brand. | We treat our colleagues with respect and dignity, and we strive to maintain a safe, fair and inclusive work environment. Teledyne takes pride in its diverse workforce and recognizes that its continuing success depends on the contributions of all its employees. We expect our employees to treat each other with dignity, respect and fairness. Our goal is to maintain a safe and hospitable work environment in which every employee is encouraged to contribute to the success of the Company. | We strive to grow and to protect Teledyne’s value by | We conduct our business in a manner consistent with the well-being of the communities in which we work and of those who buy and use our products. We strive to make positive contributions to those communities and to sell high-quality products to our customers. We recognize the importance of the environment and natural resources and encourage our employees to embrace our responsibility to society when using and planning the use of natural resources. |
If you are a beneficial stockholder, please refer to the information forwarded by your broker, bank or other holder of record to determine what options are available to you.
Voting By Employee Benefit Plan Participants
Participants who hold common stock in the Teledyne Technologies Incorporated 401(k) Plan may instruct the plan trustee on how to vote the shares of common stock allocated to their accounts. You may either (1) sign and return the voting instruction card provided by the plan or (2) transmit your instructions by telephone or Internet. If you do not transmit instructions by 11:59 p.m. (Eastern Time), on April 17, 2020, your shares will not be voted by the plan trustee, except as otherwise required by law.
Voting Shares Held By Brokers, Banks and Other Nominees
Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For” and “Withhold” and, with respect to any proposals other than the election of directors, “Against” votes, abstentions and brokernon-votes. The inspector of election will also separately count the votes for the options included in the advisory vote on the frequency of say on pay. A “brokernon-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Pursuant to our Amended and Restated Bylaws, abstentions shall not count as votes “cast”; consequently, abstentions will have no effect on any proposal. With respect to each proposal, brokernon-votes have no effect and will not be counted towards the vote total for any proposal, including the election of directors and say on pay. With respect to each proposal, abstentions and brokernon-votes will be included in determining the presence of a quorum.
If your shares are held by your broker, bank or other agent as your nominee (that is, in “street name”), you will need to obtain voting instructions from the institution that holds your shares regarding how to instruct your broker, bank or other agent to vote your shares. If you do not give instructions to your broker, bank or other agent, they can vote your shares with respect to “discretionary” items, but not with respect to“non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange (“NYSE”) on which your broker, bank or other agent may vote shares held in street name in the absence of your voting instructions. The only item that is considered routine under the rules of the NYSE to be considered at this year’s Annual Meeting is the ratification of the selection of our independent auditors (Item 2). Onnon-discretionary items for which you do not give instructions to your broker, bank or other agent, the shares will be treated as brokernon-votes.
Confidential Voting Policy
We maintain a policy of keeping stockholder votes confidential. Your vote will not be disclosed either within the Company or to third parties except as necessary to meet applicable legal requirements, to allow for the tabulation and calculation of votes, and to facilitate a successful proxy solicitation.
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TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 7 |
Board Composition and Practices
Information and Meetings
The Board of Directors directs the management of the business and affairs of the Company as provided in our Amended and Restated Bylaws (“Bylaws”) and pursuant to the laws of the State of Delaware. Except for Dr. Robert Mehrabian, our Executive Chairman, the Board is not involved inday-to-day operations.Delaware General Corporation Law (“DGCL”). Members of the Board keepstay informed about our business through discussions with the senior management and other officers and managers of the Company and its subsidiaries, by reviewing information provided to them and by participating in Board and committee meetings.
We encourage, but do not require, that all our directors attend all meetings of the Board of Directors, all committee meetings for all committees on which the directors serve and the annual stockholders meeting. In 2019,fiscal 2021, the Board of Directors held eight meetings.seven meetings and acted by written consent once. During 2019,2021, all directors attended at least 75% of the aggregate number of meetings of the Board and Board committees of which they were members. AllDue to COVID-19, all the current directors attended virtually the 20192021 Annual Meeting of Stockholders, except for Mr. Dahlberg, who was battling influenza, and Ms. Cade, who was appointed to our Board after the date of the 2019 Annual Meeting.Stockholders.
Number of Directors
The Board of Directors determines the number of directors, which under our Amended and RestatedBy-lawsBylaws must consist of not less than four members and not more than 12 members. The Board has currently fixed the number at 11 members.
Director Terms
The directors are divided into three classes and the directors in each class serve for a three-year term. The term of one class of directors expires each year at the Annual Meeting of Stockholders. The Board may fill a vacancy by electing a new director to the same class as the director being replaced. The Board may also create a new director position in any class and elect a director to hold the newly created position until the term of the class expires.
Directors’ RetirementChange in Status and Resignation Policy
On June 1, 2000, we adopted a retirement policy for directors. This policy, as amended, generally requires directors to retire at the Annual Meeting following their 75th birthday. This policy alsoOur Change in Status and Resignation Policy requires a director to offer to tender his or her resignation if such director has a change in professional status. Mr. Crocker, who is 81, Dr. Mehrabian, who is 78 and Mr. Smith, who is 76, were granted waivers throughstatus, subject to the 2022 Annual Meeting. Admiral Miller, who is 77, and Dr. von Schack, who is 75, were grantedBoard accepting the resignation. It also requires a waiver through the 2021 Annual Meeting. Kenneth C. Dahlberg, who is 75, was granted a waiver to permit him to standdirector nominee standing for election at the 2020 Annual Meetinga meeting of Stockholders and, if elected at such meeting,stockholders to continue to serve assubmit a director at least through the remainder of his term expiring at the 2023 Annual Meeting of Stockholders. The Board believes each such director continues to contributecontingent resignation in writing to the effectivenessChairman of our Board.the Nominating and Governance Committee prior to the meeting, which resignation becomes effective only if the director is not elected by a majority of votes cast and the Board accepts the resignation, as more fully described under “Majority Voting for Directors” on page 12.
Board Structure
The Board of Directors currently consists of 11 directors, ten of whom are considered independent under existing rules of the NYSE and the SEC. The Chairman of the Board, whoDr. Mehrabian, is also our Executive Chairman and our former President and Chief Executive Officer and therefore is not considered an independent director. The Chairman, President and Chief Executive ChairmanOfficer presides at meetings of stockholders and Board meetings. The Board has formally designated Michael Smith, one of our independent directors, to serve as the lead director. TheOur non-management directors meet in executive session without management (including the Chairman, President and Chief Executive Officer) on a regularly scheduled basis, with the lead director presidespresiding in those executive sessions where thenon-management or independent directors meet without the Executive Chairman and the Chief Executive Officer.such sessions. In addition, the Board’s three standing committees consist solely of independent directors.
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 3
Board Composition and Practices(continued)
The Board believes that its current leadership structure effectively allocates authority, responsibility and oversight between management anddoes not have a policy regarding the independent membersseparation of the roles of the Chairman of the Board thus ensuringand the Board’s abilityChief Executive Officer because it believes the Board should be able to carry out its roles and responsibilities on behalffreely select the Chairman of the Company’sBoard based on criteria that it deems to be in the best interests of the Company and its stockholders. Prior to April 24, 2018, Robert Mehrabian was our Chairman, President and Chief Executive Officer. On April 24, 2018, Aldo Pichelli, our then Chief Operating Officer, assumed the position of President and Chief Operating Officer, with Dr. Mehrabian continuingThe Board does not believe its independence is compromised by having a single person serve as Chairman and Chief Executive Officer. On January 1, 2019, Mr. Pichelli assumed the position of President and Chief Executive Officer, with Dr. Mehrabian continuing as Executive Chairman. Mr. Pichelli does not serve as a director of the Corporation. The Board made the decision to separate the roles of the Executive Chairman and the Chief Executive Officer in 2019 to further succession planning and also to allow the Executive Chairman to focus his efforts on mergers and acquisitions and on ongoing margin enhancement initiatives.
The functions of the Board are carried out by the full Board, and when delegated, by the Board
8 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Board Composition and Practices (continued)
committees. Each director is a full and equal participant in the major strategic and policy decisions of our Company and the Chairman has no greater or lesser vote on matters considered by the Board. Ournon-management directors meet in executive session without management (including the Executive Chairman and President and Chief Executive Officer) on a regularly scheduled basis, with the lead director presiding in such sessions.
The Board believes that currently it is in the best interests of the Company and its stockholders to have a single person serve as Chairman and Chief Executive Officer to provide unified leadership and direction and an independent lead director to preside over executive sessions and to serve when the Chairman and Chief Executive Officer is unable to perform the duties of that office. However, consistent with good corporate governance principles, the Nominating and Governance Committee will continue to review periodically this issue to determine whether, based on the relevant facts and circumstances at such future times, separation of the offices of Chairman and Chief Executive Officer would better serve the interests of the Company and its stockholders.
4
TELEDYNE TECHNOLOGIES INCORPORATED |2022 Proxy Statement | 9 |
The following table sets forth information regarding our current executive officers who are required to file reports under Section 16 of the Exchange Act. Biographical information for Robert Mehrabian, our Chairman, President and Chief Executive Officer of the Board, is included with the director biographies. The biographies for our other executive officers are below.
Executive Officers | Age | Principal Occupations Last 5 Years | ||
Jason VanWees Vice Chairman | 50 | Mr. VanWees has been Vice Chairman of Teledyne since October 15, 2021. Prior to that, he was Executive Vice President since January 1, 2019 and Senior Vice President, Strategy and Mergers & Acquisitions since July 2013. Prior to July 2013, he had been Vice President, Strategy and Mergers & Acquisitions since September 2012. Prior to that, he held various executive positions at Teledyne for more than five years. | ||
Edwin Roks Executive Vice President of Teledyne and President — Teledyne Digital Imaging Segment | 57 | Dr. Roks has been Executive Vice President of Teledyne and President, Teledyne Digital Imaging Segment (consisting of Teledyne FLIR, Teledyne DALSA and Teledyne e2v) since May 2021. Prior to that he was Vice President of Teledyne and Group President — Teledyne Digital Imaging, Teledyne DALSA and Teledyne e2v, since March 2017. Dr. Roks has been President of Teledyne DALSA, Inc. since October 2015 Prior to that, he held various executive positions at DALSA. | ||
Susan L. Main Senior Vice President and Chief Financial Officer | 63 | Ms. Main has been Senior Vice President and Chief Financial Officer of Teledyne since November 2012. Prior to that she held executive positions at Teledyne for more than five years. From October 2018 until April 2021, Ms. Main was a director of Garrett Motion Inc. Since July 2017, Ms. Main has been a director of Ashland Global Holdings, Inc. | ||
Melanie S. Cibik Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | 62 | Miss Cibik has been Senior Vice President, General Counsel and Secretary of Teledyne since September 2012 and Chief Compliance Officer since August 2016. Prior to that she held executive positions at Teledyne for more than five years. From August 2019 to June 1, 2020, Miss Cibik was a director of OPUS Bank. |
10 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Executive Officers (continued)
Executive Officers | Age | Principal Occupations Last 5 Years | ||
George C. Bobb III Senior Vice President | 47 | Mr. Bobb has been Senior Vice President of Teledyne since October 15, 2021, and is the President of the Aerospace and Defense Electronics Segment and has executive oversight responsibility for the Marine Instrumentation group, the Engineered Systems Segment, Teledyne Scientific and Imaging and Teledyne’s Information Technology function. Prior to that he was Vice President of Teledyne and President of the Aerospace and Defense Electronics Segment since July 2019. Prior to that he was Vice President of Teledyne and President — Teledyne Aerospace Electronics since August 2017. He was President of Teledyne Controls LLC from April 2018 to October 2021. From January 2017 until April 2018, he was President of Teledyne Scientific & Imaging LLC. He was Vice President-Contracts, Information Technology and Selected Operations and Deputy General Counsel for Litigation of Teledyne from August 2016 to August 2017. Prior to that he held other executive and legal positions at Teledyne for more than five years. | ||
Stephen F. Blackwood Senior Vice President and Treasurer | 59 | Mr. Blackwood has been Senior Vice President and Treasurer of Teledyne since January 1, 2019. Prior to his promotion to Senior Vice President, he was Vice President and Treasurer of Teledyne for more than five years. | ||
Cynthia Belak Vice President and Controller | 65 | Ms. Belak has been Vice President and Controller of Teledyne since May 2015. Prior to her promotion, Ms. Belak had been Vice President, Business Risk Assurance of Teledyne since January 2012. Prior to that she held other executive positions at Teledyne since January 2010. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 11 |
Item 1 on Proxy Card — Election of Directors
The Board, upon the recommendation of the Nominating and Governance Committee, has nominated the following Class II directors: Charles Crocker, Robert Mehrabian, Jane C. Sherburne and Michael T. Smith, for election at this year’s Annual Meeting, to hold office for three-year terms until the 2025 Annual Meeting. All of the nominees currently serve as directors on the Board and were elected to the Board by the Company’s stockholders at the 2019 Annual Meeting. Each director nominee has agreed to be named in this Proxy Statement.
If a nominee becomes unable to serve, the proxies will vote for a Board-designated substitute or the Board may reduce the number of directors. The Board has no reason to believe that any nominee will be unable to serve.
Majority Voting for Directors
Our Bylaws and Change in Status and Resignation Policy for Directors provide a majority voting standard for election of directors in uncontested elections. Each director will be elected by the affirmative vote of a majority of the votes cast, meaning that the number of votes cast “FOR” a director nominee exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election. The Board has adopted a policy whereby all director nominees must submit a contingent resignation in writing to the Chairman of the Nominating and Governance Committee. The resignation becomes effective only if the director is not elected by a majority of votes cast and the Board accepts the resignation. The Nominating and Governance Committee or another committee appointed by the Board will recommend to the Board whether to accept or reject the resignation or whether other action should be taken. The Board will act on such committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days following the date of the certification of the election results. The director who was not elected by a majority of votes cast will not participate in the Board’s decision with respect to such resignation. If the number of nominees exceeds the number of directors to be elected, the nominees who receive the highest number of votes cast will be elected.
Unless otherwise instructed, the individuals named as proxies in the proxy card will vote each proxy received by them for the election of the four named nominees. You may withhold authority for the proxies to vote your shares on any or all of the nominees by following the instructions on your proxy card.
Director Nominees
The Board has affirmatively determined that each of the nominees qualifies for election under the Company’s criteria for evaluation of directors (see “Director Qualifications, Skills and Attributes”). The following pages include biographical information about each of our directors (including the director nominees) and their specific experiences, qualifications, skills, and attributes that have led the Board and the Nominating and Governance Committee to conclude that they should serve as directors on the Board. In addition, the Board has determined that each non-employee director 2020nominee qualifies as an independent director under the applicable NYSE listing standards.
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Item 1 on Proxy StatementCard — Election of Directors (continued)
Director Qualification, Skills, and Attributes
Our directors have substantial leadership, management, and industry experience and expertise in various fields. Four of our 11 directors self-identify as having diverse characteristics (race, gender, ethnicity, sexual orientation or cultural background). This diversity of experience and background of our directors, illustrated in the skills matrix and director nominees’ biographies that follow, is brought to bear in Board deliberations, during which multiple perspectives are considered in developing dynamic solutions to achieve our strategic priorities to reduce complexity, drive returns, and advance sustainably.
Because the skills matrix below is a summary, it does not include all of the qualifications, skills, attributes, experiences, and diversity that each director offers.
Attributes, Experience and Skills |
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Age | 83 | 77 | 54 | 76 | 70 | 80 | 56 | 71 | 59 | 78 | 77 | |||||||||||
Diversity(a) |
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| ✓ |
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| ✓ | ✓ | ✓ |
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CEO/C-Suite | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
Financial and Accounting |
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| ✓ |
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| ✓ |
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Legal and Compliance |
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| ✓ |
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| ✓ | ✓ |
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Governance |
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| ✓ | ✓ |
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| ✓ | ✓ | ✓ | ✓ | |||||||||||
Banking |
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| ✓ |
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| ✓ |
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| ✓ | |||||||||||
Government, Defense or Military |
| ✓ |
| ✓ |
| ✓ | ✓ | ✓ |
| ✓ |
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Energy |
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| ✓ |
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| ✓ | |||||||||||
Information and Cybersecurity |
| ✓ |
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| ✓ | ✓ |
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Other Industry | ✓ | ✓ | ✓ |
| ✓ | ✓ | ✓ |
| ✓ | ✓ | ✓ |
(a) | Self-identifies as having diverse characteristics (race, gender, ethnicity, sexual orientation or cultural background). |
Additional background information about the nominees and continuing directors follows, including the specific experiences, qualifications, attributes and skills that the Board believes qualifies each of the below named individuals to serve as a director of the Company, considering the Company’s business and structure.
Background information about the director nominees, including the business experience, individual skills and qualifications that each director contributes to the Board’s effectiveness as a whole, are described on the following pages.
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 13 |
Item 1 on Proxy Card — Election of Directors (continued)
Nominees — For Terms Expiring at the 2025 Annual Meeting (Class II)
Charles Crocker Chairman and Chief Executive Officer, Crocker Capital and Retired Chairman and Chief Executive Officer of BEI Technologies, Inc. Director since 2001 Age: 83 | Charles Crocker is the Chairman and Chief Executive Officer of Crocker Capital, a private investment company. Mr. Crocker was the Chief Executive Officer of the Custom Sensors and Technologies Division of Schneider Electric until January 2006. Mr. Crocker was the Chairman and Chief Executive Officer of BEI Technologies, Inc., a diversified technology company, from March 2000 until October 2005, when it was acquired by Schneider Electric. Mr. Crocker served as Chairman, President and Chief Executive Officer of BEI Electronics from October 1995 to September 1997, at which time he became Chairman, President and Chief Executive Officer of BEI Technologies, Inc. From 2014 until 2018, he served as a director of Imageware Systems, Inc., from 2003 until 2014, he served as a director of Franklin Resources, Inc., and from 2010 until August 2012, he served as a director of ConMed Healthcare Management, Inc. Mr. Crocker has been Chairman of the Board of Children’s Hospital in San Francisco, Chairman of the Hamlin School’s Board of Trustees and President of the Foundation of the Fine Arts Museums of San Francisco. Mr. Crocker is the Chair of our Personnel and Compensation Committee and a member of our Nominating and Governance Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Crocker should serve as a director: his professional background and experience, current and previously held senior-executive level positions, his service on other public and private company boards, his Teledyne board experience, board attendance and participation, and his extensive experience with technology companies serving both the commercial and defense sectors. | |||||||
Robert Mehrabian Chairman, President and Chief Executive Officer of the Company Director since 1999 Age: 80 | Robert Mehrabian is the Chairman, President and Chief Executive Officer of Teledyne Technologies Incorporated. Prior to resuming the roles of Chairman, President and Chief Executive Officer effective October 15, 2021, he served as Executive Chairman since January 1, 2019. Prior to January 1, 2019, he was Teledyne’s Chairman, President and Chief Executive Officer since 2000 (and was President and Chief Executive Officer since Teledyne’s formation in 1999). Prior to the spin-off of the Company by Allegheny Technologies Incorporated (ATI) in November 1999, Dr. Mehrabian was the President and Chief Executive Officer of ATI’s Aerospace and Electronics segment since July 1999 and had served ATI in various senior executive capacities since July 1997. Before joining ATI, Dr. Mehrabian served as President of Carnegie Mellon University. From 1992 until April 2014, he served as a director of PPG Industries, Inc. Dr. Mehrabian served as a director of Mellon Financial Corporation from 1994 to 2007 and served as director of its successor The Bank of New York Mellon Corporation until April 2011. He is a member of The National Academy of Engineering. The following experience, qualifications, attributes and/or skills led the Board to conclude that Dr. Mehrabian should serve as a director: his leadership skills acquired while serving as the Company’s Chairman, Chief Executive Officer and President, previously held senior-executive level positions at public companies and at academic institutions, his service on public company boards, and his extensive knowledge and understanding of the Company’s business, operations, technology, products and services. |
14 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Item 1 on Proxy Card — Election of Directors (continued)
Jane C. Sherburne Principal of Sherburne PLLC and Former Senior Executive Vice President, General Counsel and Corporate Secretary of The Bank of New York Mellon Corporation Director since 2014 Age: 71 | Jane C. Sherburne is currently principal of Sherburne PLLC, a legal consulting firm providing strategic advice in crisis environments and in connection with regulatory policy developments. From May 2010 to July 2014, Ms. Sherburne served as Senior Executive Vice President, General Counsel and Corporate Secretary of The Bank of New York Mellon Corporation. Ms. Sherburne served as Senior Executive Vice President, General Counsel and Corporate Secretary of Wachovia Corporation from June 2008 to January 2009, during which time Wachovia merged with Wells Fargo & Company. From December 2006 to June 2008, Ms. Sherburne was General Counsel of Citigroup Inc.‘s Global Consumer Business. From July 2001 to December 2006, Ms. Sherburne was Deputy General Counsel of Citigroup, Inc. Until July 2001, Ms. Sherburne was a litigation partner at the Washington, D.C. law firm of Wilmer, Cutler & Pickering, having joined the firm in 1984. Ms. Sherburne interrupted her private practice from 1994 to 1997 to serve as Special Counsel to the President in the Clinton White House. Ms. Sherburne serves as an independent director on the boards of HSBC USA, HSBC Bank USA, HSBC Finance Corporation and HSBC North America, all of which are indirect wholly-owned subsidiaries of HSBC Holdings plc, a global banking and financial services organization, and on the board of Perella Weinberg Partners, a global advisory and asset management firm. Ms. Sherburne is Chair of the Board of the National Women’s Law Center, Chair of the Board of Negotiation Strategies Institute, a member of the Executive Committee of the Lawyers’ Committee for Civil Rights Under Law, a member of the Committee for Economic Development and a member of the American Law Institute. Ms. Sherburne is a member of our Audit Committee and our Personnel and Compensation Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Ms. Sherburne should serve as a director: her professional background and experience, current and previously held senior-executive level positions, senior level experience in positions in the federal government, and her extensive experience in policy, compliance, corporate governance and government matters and in regulated industries. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 15 |
Item 1 on Proxy Card — Election of Directors (continued)
Michael T. Smith Retired Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation Director since 2001 Age: 78 | Michael T. Smith is the retired Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation, having held such positions from October 1997 until May 2001. Mr. Smith was a director of FLIR Systems, Inc., which produces infrared cameras, thermal imaging software and temperature measurement devices, and which was acquired by Teledyne in 2021. He is also a director of Zero Gravity Solutions, Inc., an agricultural biotechnology company. Mr. Smith was a director of WABCO Holdings, a supplier to the automotive industry, from 2009 until 2020, a director of Ingram Micro Corporation, a technology sales, marketing and logistics company, from 2001 until June 2014, Alliant Techsystems, Inc. (ATK), an advanced weapon and space systems company, from 1997 to 2009, and Anteon International Corporation, an information technology and systems engineering solutions company, from 2005 to 2006. Mr. Smith is a member of the Council of Chief Executives and the former chairman of the Aerospace Industries Association, an industry trade organization, and is a charter member of the Electronic Industries Foundation Leadership Council. Mr. Smith is the Chair of our Nominating and Governance Committee and a member of our Audit Committee. Mr. Smith is also our Lead Director. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Smith should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public and private company boards, Teledyne board experience, board attendance and participation, and his extensive experience with companies in the aerospace, defense, engineering, communications and manufacturing sectors. |
The Board of Directors Recommends
a Vote FOR the Election of the Nominees.
16 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Item 1 on Proxy Card — Election of Directors (continued)
Continuing Directors — Terms Expiring at 2023 Annual Meeting (Class III)
Kenneth C. Dahlberg Retired Chairman of the Board and Former Chief Executive Officer of Science Applications International Corporation (SAIC) Director since 2006 Age: 77 | Kenneth C. Dahlberg served as Chief Executive Officer of Science Applications International Corporation (SAIC), a research and engineering firm specializing in information systems and technology, from November 2003 through September 2009, and served as Chairman of the Board of Directors of SAIC from July 2004 until his retirement in June 2010. Prior to joining SAIC, Mr. Dahlberg served as Executive Vice President of General Dynamics where he was responsible for its Information Systems and Technology Group and prior to that served as President and Chief Operating Officer of Raytheon Systems. Mr. Dahlberg was also a director of Parsons Corp., an engineering, construction, technical and management services firm from 2011 until April 2020. From 2011 through May 2017, Mr. Dahlberg was a director of Motorola Solutions, Inc., a provider of mission critical communication products and services. Mr. Dahlberg is a member of our Personnel and Compensation Committee and our Audit Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Dahlberg should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards, his Teledyne board experience, board attendance and participation, his extensive experience with companies in the defense industry and his background and experience in design engineering, production, system development and services. | |||||||
Michelle A. Kumbier Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC Director since 2020 Age: 54 | Michelle A. Kumbier has been Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC, a manufacturer and marketer of engines and outdoor power equipment, since March 2022. She is the former Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, a manufacturer of motorcycles and related products, from October 2017 to April 2020. Ms. Kumbier had previously served as Harley-Davidson’s Senior Vice President, Motor Company Product and Operations from May 2015 to October 2017, and held various other executive roles from 1997 to 2015. Prior to joining Harley-Davidson in 1997, Ms. Kumbier began her career at Kohler Company in 1986, where she held a variety of positions in both the plumbing products and engines divisions. Ms. Kumbier has also been a member of the Board of Directors of Abbott Laboratories, a health care products provider, since 2018 and Tenneco, Inc., an automotive products provider, since 2021. In connection with Tenneco’s publicly announced agreement to be acquired by Apollo Funds, Ms. Kumbier would cease to be a Tenneco director upon the acquisition closing. Ms. Kumbier is a member of our Audit Committee and Vice Chair of our Personnel and Compensation Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Ms. Kumbier should serve as a director: her professional background and experience and her senior level experience in the management of a multinational public manufacturing company, including significant operations, product development, supply chain optimization, business development and strategic planning experience. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 17 |
Item 1 on Proxy Card — Election of Directors (continued)
Robert A. Malone Chairman, President and Chief Executive Officer, President and Chief Executive Officer of First Sonora Bancshares, Inc. and Retired Chairman of the Board and President, BP America, Inc. Director since 2015 Age: 70 | Robert A. Malone has been the Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc., a privately-held community bank, since 2014. Mr. Malone is also the Chairman, President and Chief Executive Officer of The First National Bank of Sonora, Texas (d/b/a Sonora Bank), a community bank owned by First Sonora Bancshares, Inc., since 2014. He joined First Sonora Bancshares and Sonora Bank in 2009 as President and Chief Executive Officer. Mr. Malone was an Executive Vice President of BP plc, an integrated oil and gas company, and was Chairman of the Board and President, BP America Inc. from 2006 to 2009. Mr. Malone has been a director of Halliburton Company, a provider products and services to the energy industry, since 2009 and its Lead Director since 2018, a director of Peabody Energy Corporation, a coal mining company, since 2009, and its Non-Executive Chairman of the Board since 2016 and a director of BP Midstream Partners GP LLC, the general partner of BP Midstream LP, an owner and operator of oil and natural gas pipelines, since 2017. Mr. Malone is a member of our Audit Committee and our Personnel and Compensation Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Malone should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards and his extensive experience with companies in the oil and gas industry and in banking and his expertise in compliance with safety regulations. |
18 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Item 1 on Proxy Card — Election of Directors (continued)
Continuing Directors — Terms Expiring at 2024 Annual Meeting (Class I)
Denise R. Singleton (formerly known as Denise R. Cade) Executive Vice President, General Counsel and Secretary of WestRock Company Director since 2019 Age: 59 | Denise R. Singleton has been Executive Vice President, General Counsel and Secretary of WestRock Company, a paper and packaging solutions company, since March 2022. Prior to joining WestRock, she was the Senior Vice President, General Counsel and Corporate Secretary of IDEX Corporation, a manufacturer of fluidic systems and specialty engineered products, since October 2015. From March 2011 until October 2015, she served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at SunCoke Energy, Inc., a supplier of high-quality coke used in the blast furnace production of steel, and its controlled company SunCoke Energy Partners, LLP, where she also served on the Board of Directors. Prior to joining SunCoke Energy, Ms. Singleton held several positions at PPG Industries, Inc., a global supplier of paints, coatings and specialty materials, including Assistant General Counsel and Corporate Secretary, Chief Securities and Finance Counsel, Chief M&A Counsel, and General Counsel of the Glass and Fiberglass Division. Prior to joining PPG Industries, Ms. Singleton was a partner at Shaw Pittman, LLP, a law firm. Ms. Singleton is listed as a 2022 Director to Watch by Directors & Boards magazine. In 2021, Ms. Singleton was named one of the Most Influential Black Corporate Directors by Savoy Magazine. In 2019, Ms. Singleton was named to The Legal 500 GC Powerlist that consists of the most influential in-house lawyers in business and was named one of the Most Powerful Women in Corporate America by Black Enterprise magazine. Since 2021, Ms Singleton has been a director of Phillips 66, a diversified energy manufacturing and logistics company. Ms. Singleton is a member of our Audit Committee and Nominating and Governance Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Ms. Singleton should serve as a director: her professional background and experience, current and previously held senior-executive level positions, her service on other company boards, and her legal, merger and acquisitions, capital markets, financing, compliance, cybersecurity and corporate governance experience at public companies with significant operations across multiple technologies and industries. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 19 |
Item 1 on Proxy Card — Election of Directors (continued)
Simon M. Lorne Vice Chairman and Chief Legal Officer of Millennium Management LLC and Former General Counsel, U.S. Securities and Exchange Commission Director since 2004 Age: 76 | Simon M. Lorne is the Vice Chairman and Chief Legal Officer of Millennium Management LLC, a hedge fund management company. From March 1999 to March 2004, prior to the time he became a Teledyne director, Mr. Lorne was a partner with Munger Tolles & Olson, LLP, a law firm whose services Teledyne has used from time to time. Mr. Lorne has also previously served as a Managing Director, with responsibility for Legal Compliance and Internal Audit of Citigroup/Salomon Brothers and as the General Counsel at the SEC in Washington, D.C. From 2016 through 2020, Mr. Lorne was Chairman of the Alternative Investment Management Association, a London-based association of investment managers. From 2011 to 2018, Mr. Lorne served on the Advisory Council of the Public Company Accounting Oversight Board. Mr. Lorne is the Chair of our Audit Committee and a member of our Nominating and Governance Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Lorne should serve as a director: his professional background and experience, current and previously held senior-executive level positions, senior level experience at a government regulator, his service on other public and private company boards, his Teledyne board experience, board attendance and participation, and his specialized expertise in finance, mergers and acquisitions, securities laws and corporate governance. |
20 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Item 1 on Proxy Card — Election of Directors (continued)
Vincent J. Morales Senior Vice President and Chief Financial Officer, PPG Industries, Inc. Director since 2021 Age: 56 | Mr. Morales is currently Senior Vice President and Chief Financial Officer of PPG Industries, Inc. Mr. Morales joined PPG in 1985, ultimately serving as its Chief Financial Officer since March 2017. During his time at PPG, Mr. Morales progressed through a variety of accounting and finance roles, encompassing controllership, investor relations, treasury, and company-wide business finance. In his current role, Mr. Morales is part of PPG’s five-person Executive Committee that is responsible for establishing and executing the company’s overall strategy. Mr. Morales serves on our Audit Committee and Personnel and Compensation Committee The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Morales should serve as a director: his extensive experience in the management of a multinational public company, including significant finance, accounting, investor relations, operations, strategic planning and mergers and acquisitions experience. | |||||||
Wesley W. von Schack Chairman of AEGIS Insurance Services and Former Chairman, President and Chief Executive Officer of Energy East Corporation Director since 2006 Age: 77 | Wesley W. von Schack is the Chairman of AEGIS Insurance Services, a property and casualty mutual insurance company, a position he has held since 2007. He served as a director of Edward Lifesciences Corporation, a company engaged in the science of heart valves and hemodynamic monitoring, from 2010 to May 2020. Dr. von Schack served as Chairman, President and Chief Executive Officer of Energy East Corporation, a diversified energy services company, from 1996 to September 2009. Dr. von Schack served as a director of The Bank of New York Mellon Corporation from 2007 through April 2016 and Mellon Financial Corporation from 1989 to 2007. Dr. von Schack is director emeritus of the Gettysburg Foundation, and is a member of the President’s Council — Peconic Land Trust. Dr. von Schack is a member of our Nominating and Governance Committee and our Personnel and Compensation Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Dr. von Schack should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other private and public company boards, his leadership positions at private foundations, his Teledyne board experience, board attendance and participation, and his extensive experience with companies in the energy, banking, financial asset management sectors and in regulated industries. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 21 |
Director Independence
In April 2019,2021, our Nominating and Governance Committee assessed, and our Board determined, the independence of each director in accordance with applicable NYSE and SEC rules, as then in effect, with the exception of Ms. Cade,Mr. Morales, for whom such assessment and determination took place in July 2019.October 2021. To comply with such rules, our Nominating and Governance Committee considered various relationship categories including: whether the director is an employee, amount of stock ownership, and commercial, industrial, banking, consulting, legal, accounting or auditing, charitable and familial relationships, as well as a range of individual circumstances (including social friendships between certain members of the Board). See “Certain Transactions” at page 69.82. The Nominating and Governance Committee, followed by the Board, determined that each member of our Board of Directors did not have any material relationships with us and was thus independent, except for Dr. Mehrabian, our Chairman, President and Chief Executive Chairman.Officer. Our management, after reviewing director questionnaires, reported to our Board in February 20202022 that information on which the Board based its independence assessment in 20192021 had not materially changed. The independent directors by name are: Roxanne S. Austin, Denise R. Cade, Charles Crocker, Kenneth C. Dahlberg, Michelle A. Kumbier, Simon M. Lorne, Robert A. Malone, Paul D. Miller,Vincent J. Morales, Jane C. Sherburne, Denise R. Singleton, Michael T. Smith and Wesley W. von Schack.
The Nominating and Governance Committee, followed by the Board, also determined that each member of our Personnel and Compensation Committee is a“non-employee director” within the meaning of Rule16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act.
All of the Board’s standing committees consist only of independent directors.
Corporate Governance and Ethics Guidelines
Our Board of Directors has adopted many “best practices” in corporate governance, including separate standing committees of the Board for each of audit, nominating and governance and personnel and compensation matters, charters for each of the committees, and corporate ethics and compliance guidelines.
Our ethics and compliance guidelines for employees are contained in the Global Code of Ethical Business Conduct. These guidelines apply to all our employees, including our principal executive, financial and accounting officers. Our employees receive annual ethics training, and questionnaires are distributed annually to various personnel to confirm compliance with these guidelines. We also have a specialized code of ethics for financial executives that supplements the employee guidelines. In addition, we have ethics and compliance guidelines for our third-party service providers.
Our Board of Directors has adopted a codeCode of business conductBusiness Conduct and ethicsEthics for directors. This code is intended to provide guidance to directors to help them recognize and deal with ethical issues, including conflicts of interest, corporate opportunities, fair dealing, compliance with law and proper use of the Company’s assets. It also provides mechanisms to report possible unethical conduct.
Our Board of Directors has adopted Corporate Governance Guidelines. These Corporate Governance Guidelines were initially developed by our Nominating and Governance Committee and are reviewed at least annually by such Committee. These Corporate Governance Guidelines incorporate practices and policies under which our Board has operated since its inception, in addition to many of the requirements of the SEC and the NYSE. Some of the principal subjects covered by the Corporate Governance Guidelines include:
Director qualification standards.
Director responsibilities.
Director access to management and independent advisors.
Director compensation.
Director orientation and continuing education.
Management succession.
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Corporate Governance(continued)
Management succession.
Annual performance evaluation of the Board and its Committees.
Director retirementChange in professional status and resignations.
Role of the lead director.
Leadership development.
Copies of our Corporate Governance Guidelines, Global Code of Ethical Business Conduct, Code of Ethics for Financial Professionals, Directors’ Code of Business Conduct and Ethics, Ethics Code of Conduct for Service Providers, Corporate Governance Guidelines and Committee charters are available on our website atwww.teledyne.com under “About Us”“Who We Are” — “Corporate Information” and under “About Us” — “Corporate Responsibility.”Governance”. We intend to post any amendments to these documents and any waivers of the provisions thereof related to directors or executive officers on our website. If at any time you would like to receive a paper copy of these documentsfree-of-charge, please write to Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360.
Risk Management Oversight
The risk oversight function of the Board of Directors is carried out by both the Board and the Audit Committee. As provided in its charter, the Audit Committee meets periodically with management to discuss the Company’s major financial and operating risk exposures and the steps, guidelines and policies taken or implemented relating to risk assessment and risk management. Matters of strategic risk are considered by the Board as a whole. At each regularly scheduled meeting of the Audit Committee, our Vice President, Business Risk Assurance reports directly to the Audit Committee on the activities of the Company’s internal audit function. Management also reports to the Audit Committee on legal, finance, accounting and compliance matters at least quarterly and on tax, pension and information technology and cyber securitycybersecurity matters periodically. The Board is provided with reports on legal matters at periodically scheduled meetings and on other matters related to risk oversight on an as needed basis. In addition, the Audit Committee reviews with management the “risk factors” that appear in our Annual Report on Form10-K prior to its filing.
We have an Enterprise Risk Management Committee, consisting of executive officers and other employees, to identify significant company risks and determine whether we have appropriate risk management policies, practices and procedures in place. Our Senior Vice President Strategic Sourcing, Tax and Treasurer, periodically reports to the Audit Committee and the Board of Directors on the progress and results of the actions taken by this committee.
Hedging Policy
Our insider trading policy prohibits short sales of our stock, buying or selling put or call options on our stock, holding our stock in a margin account, or pledging our stock as collateral for a loan, or entering into hedging or monetization transactions with respect to our stock, in each case without prior advance approval from our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. The forgoingforegoing prohibitions apply to our directors, executive officers and any employee who participates in our stock option program.
Board Evaluation Process
Every year the Board and each standing committee of the Board assesses its performance. The evaluation process is overseen by the Nominating and Governance Committee and involves separate interviews of each director by internal counsel to solicit feedback on several issues, including:
Board and committee effectiveness, size, composition and frequency of meetings;
director access to management and the sufficiency and timeliness of information provided by management;
sufficiency of processes for risk oversight;
whether directors possess appropriate experience and backgrounds; and
whether each director contributes to the effectiveness of the Board.
6 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Corporate Governance(continued)
The results are summarized by the Senior Vice President, General Counsel, Chief Compliance Officer and Secretary and discussed by the Board and each committee in executive session. In addition to providing an
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Corporate Governance (continued)
opportunity for directors to discuss a wide range of governance-related topics, the evaluation process is used by the Board and each committee to identify opportunities for improvement, make changes to the committee charters, processes and policies, and is linked to our Board’s succession planning activities.
Risks Related to Compensation Policies and Practices
The Company and the Personnel and Compensation Committee have undertaken a process to determine whether the Company’s overall compensation program for employees creates incentives for employees to take excessive or unreasonable risks that could materially harm the Company. As part of this process, the Company received input and analysis from its independent compensation consultant, Exequity LLP, and management prepared a framework of potential risk and evaluated the Company’s compensation policies in the context of this framework. The results of this evaluation were reviewed by and discussed with the Personnel and Compensation Committee.
We believe that several features of our compensation policies for management employees appropriately mitigate such risks, including a balanced mix of long- and short-term compensation incentives, the use of incentive award plans with capped payouts, the use of a diverse mix of performance measures in our incentive award plans and our stock ownership requirements for key officers. In addition, we use our annual business plan as a baseline for our Annual Incentive Plan targets, which the Personnel and Compensation Committee regards as setting an appropriate level of risk taking for the Company. We also believe the Company’s internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing the Company to a harmful long-term business transaction in exchange for short-term compensation benefits. In light of these features of our compensation program and these additional controls, our management and our Personnel and Compensation Committee have concluded that the risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Sarbanes-Oxley Disclosure Committee
We have a Sarbanes-Oxley Disclosure Committee. Current members include: Carl Adams, Vice President, Business Risk Assurance; Cynthia Belak, Vice President and Controller; Stephen F. Blackwood, Senior Vice President, Strategic Sourcing, Tax and Treasurer; Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary; Michael C. Lee, Director, Global Income Tax Reporting; Brian A. Levan, Senior Director of Financial Reporting and Assistant Controller; Susan L. Main, Senior Vice President and Chief Financial Officer; S. Paul Sassalos, Associate Vice President, Associate General Counsel and Assistant Secretary; Duncan Forsythe, Associate Vice President, Taxation and Associate Treasurer; Jason VanWees, Executive Vice President, and Tyler Vernon, Senior Director SEC/US GAAP Compliance and External Reporting. Among its tasks, the Sarbanes-Oxley Disclosure Committee discusses and reviews disclosure issues to help us fulfill our disclosure obligations on a timely basis in accordance with SEC rules and regulations and is intended to be used as an additional resource for employees to raise questions regarding accounting, auditing, internal controls and disclosure matters.
Communications with the Board
Our Corporate Governance Guidelines provide that any interested parties desiring to communicate with ournon-management directors, including our lead director, may contact them through our Secretary, Melanie S. Cibik, whose address is: Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360. The Secretary will review each communication received and decide as to whether the communication, or a summary thereof, will be forwarded to the Nominating and Governance Committee or other appropriate Board committee or member.
Stockholder Engagement
We regularly engage with our stockholders to understand their perspectives on Teledyne, including our strategies, financial performance, management and executive compensation. As part of this program, senior
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Corporate Governance(continued)
management regularly meets with institutional investors. During fiscal year 2019,2021, senior management met with many institutional investors, including the majority of our top 25 investors with actively managed funds, through virtual investor conferences,in-person virtual meetings and telephone conferences.
Corporate Responsibility
Teledyne continuously operates within our Global Code of Ethical Business Conduct. We firmly believe that improvement is possible only if we measure our performance and constantly raise our standards through ethically-orientedethically oriented practices, including our contributions and commitment to having a positive measurable impact on humanity. Our Global Code of Ethical Business Conduct and other policies and information related to corporate social responsibility can be found atwww.teledyne.com under “About Us”“Who We Are” — “Corporate Responsibility.Governance.”
Sustainability and Climate Change
While we remain committed to consistent financial performance, our businesses continue to also focus on developing solutions to address sustainability and climate challenges facing humanity today.
Our broad range of precision measurement technologies for environmental monitoring and climate research are uniquePlease note that information posted or accessible through websites referenced in the world. Our sensors and instruments are deployed everywhere, from pole to pole,this Proxy Statement is not incorporated by reference or otherwise included in space, on aircraft and drones, on land, on the sea surface, in the water column, and on the seafloor. They operate around the clock, measuring greenhouse gases from space, precisely monitoring air and water quality throughout the world, and are continuously profiling all of Earth’s oceans.
Applications of our instruments provide scientists information that spans time from the origin of the universe to providing real-time data on air pollution and dangerous storms, such as time-critical warning of hurricanes and tsunamis.
Environment
Ninety percent of the world’s population is exposed to air pollution above acceptable limits. Teledyne is a global leader in breakthrough design, production and distribution of sophisticated air quality instruments that measure hazardous gases and particulate matter in real-time.this Proxy Statement.
We provide sophisticated water samplers and flowmeters to monitor wastewater, irrigation flow, storm water, industrial discharge, construction siterun-off and municipal wastewater collection, treatment and reuse.
Every second of every day our hazardous gas detection monitors are making industrial workplaces safer around the world.
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Ocean
The ocean covers over 70% of the Earth’s surface, holds 97% of its water, produces more than half the world’s oxygen, and stores 50 times more carbon dioxide than Earth’s atmosphere. Changes in the ocean affect weather patterns, climate, and food security. Despite the vital importance of the ocean, more than 80% of our ocean is unmapped and unexplored.
Our floats, gliders and instruments assist climate research by providing access to accurate data, including subsurface temperatures and velocities of currents throughout the world’s oceans. On a shorter timescale, scientists are employing our instruments to provide essential inputs for computer models of dangerous storms, providing real-time information to help save lives.
Teledyne works with maritime agencies around the world, preserving free and safe navigation of the world’s oceans.
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Corporate Governance(continued)
SpaceEnvironment and Sustainability
Recently, the prominence and importance of sustainability and ESG initiatives have dramatically increased. In February 2022, we published our inaugural Corporate Social Responsibility (CSR) report, in which we disclose and highlight some of Teledyne’s contributionsmost recent efforts focused and sustainability and ESG. The CSR report is available under “Who We Are” – “Corporate Social Responsibility” on our website at www.teledyne.com.
In 2021, we compiled the first global inventory of our greenhouse gas (GHG) emissions (starting with fiscal year 2020) and are developing a GHG monitoring and management plan. We have set a goal to space exploration throughreduce our visiblecombined direct emissions (“Scope 1”) and infrared sensors have advancedindirect emissions from purchased energy (“Scope 2”) in company operations, normalized for revenue, by 40% from 2020 levels by the end fiscal year 2040. Going forward, we will continue to evaluate our scientific understanding ofemission reduction goals, while at the formationsame time providing the tools and evolution oftechnologies enabling environmental science and climatology across the Universe, solar system, planetsglobe. More information about our carbon footprint and moonsGHG emission reduction efforts and how humankind’s actions affect Earth’s climate, atmosphere, oceans and land.
Business Ethics
We operate within a Code of Ethical Business Conduct with four key pillars: Integrity, Respect, Responsibility and Citizenship. Teledyne has azero-tolerance policy when it comes to violating the Code.
Our board of directors and its committees regularly review matters related to compliance with environmental lawsgoals, and the healthcontributions that Teledyne products make to carbon monitoring and safety of employees. We continually evaluate our policiesenvironmental and practices and monitor our efforts in areas of legal and social responsibility, diversity and sustainability.
We have made progressclimate science, can be found in our efforts to promote diversity and inclusion. Today, approximatelyone-third of our executive management team, as well as our board of directors, are women.
CommunityCSR report.
We invest in projects to develop and secure tomorrow’s long-term energy sources.
Teledyne businesses around the world support local charities and participate in volunteer opportunities to help those in need.
Teledyne’s products enhance the reliability and safety of global transportation and protect the security of our nation, our military and our allies.
We partner with local universities to provide mentor and internship programs, especially for Science, Technology, Engineering and Math (STEM) students.
Anti-Corruption
Teledyne Technologies maintains an anti-corruption program with core elements of an effective compliance program, including tone at the top, risk assessment, written policies and procedures, effective training and education, effective lines of communication, internal monitoring and auditing, and enforcement. The program and its requirements apply to Teledyne employees and to third parties who act on Teledyne’s behalf.
Ethics Help Line
We have a confidential Ethics Help Line, where questions or concerns about us can be raised confidentially and anonymously. The Ethics Help line is available to all our employees, as well as concerned individuals outside the Company. The toll-free help line number is1-877-666-6968. International dialing instructions are available at www.teledyne.ethicspoint.com. Issues can also be reported via that website. The receipt of material concerns about our accounting, internal controls and auditing matters will be reported to the Audit Committee.
Item 1 on Proxy Card — Election of Directors
The Board of Directors has nominated for election this yearRecommends
a Vote FOR the class of three incumbent directors whose terms expire at the 2020 Annual Meeting. The three-year termElection of the class of directors nominated and elected this year will expire at the 2023 Annual Meeting. So long as the number of nominees does not exceed the number of nominees to be elected (which is three nominees in the case of the 2020 Annual Meeting), each nominee will be elected if the nominee receives the vote of the majority of the votes cast with respect to such director. A majority of the votes cast means that the number of shares voted “for” a nominee must exceed the number of votes withheld from that nominee. The Board has adopted a policy whereby all director nominees must submit a contingent resignation in writing to the Chairman of the Nominating and Governance Committee. The resignation becomes effective only if the director is not elected by a majority of votes cast and the Board accepts the resignation. The Nominating and Governance Committee or another committee appointed by theNominees.
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Item 1 on Proxy Card — Election of Directors(continued)
Board will recommend to the Board whether to accept or reject the resignation or whether other action should be taken. The Board will act on such committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days following the date of the certification of the election results. The director who was not elected by a majority of votes cast will not participate in the Board’s decision with respect to such resignation. If the number of nominees exceeds the number of directors to be elected, the nominees who receive the highest number of votes cast will be elected.
Unless otherwise instructed, the individuals named as proxies in the proxy card will vote each proxy received by them for the election of the three named nominees. You may withhold authority for the proxies to vote your shares on any or all of the nominees by following the instructions on your proxy card. If a nominee becomes unable to serve, the proxies will vote for a Board-designated substitute or the Board may reduce the number of directors. The Board has no reason to believe that any nominee will be unable to serve.
The following chart provides self-identified demographic information about our independent directors:
Independent Directors | ||||||||||||||||||||||||||||||||||||||||
| Austin |
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| Cade |
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| Crocker |
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| Dahlberg |
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| Lorne |
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| Malone |
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| Miller |
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| Sherburne |
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| Smith |
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| Von Schack |
| |||||||||||
Board Tenure | �� | |||||||||||||||||||||||||||||||||||||||
Years |
| 13 |
|
| <1 |
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| 18 |
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| 14 |
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| 15 |
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| 4 |
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| 18 |
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| 5 |
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| 19 |
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| 13 |
| ||||||||||
Age | ||||||||||||||||||||||||||||||||||||||||
Years Old |
| 59 |
|
| 57 |
|
| 81 |
|
| 75 |
|
| 74 |
|
| 68 |
|
| 78 |
|
| 69 |
|
| 76 |
|
| 75 |
| ||||||||||
Diversity(a) | ||||||||||||||||||||||||||||||||||||||||
| X |
|
| X |
|
| X |
| ||||||||||||||||||||||||||||||||
Nationality | ||||||||||||||||||||||||||||||||||||||||
| US |
|
| US |
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| US |
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| US |
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| US |
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| US |
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| US |
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| US |
|
| US |
|
| US |
| |||||||||||
Current Public Company Directorships | ||||||||||||||||||||||||||||||||||||||||
Number (including Teledyne) |
| 5(b) |
|
| 1 |
|
| 1 |
|
| 2 |
|
| 1 |
|
| 3 |
|
| 1 |
|
| 1(c) |
|
| 4 |
|
| 3 |
| ||||||||||
Experience | ||||||||||||||||||||||||||||||||||||||||
CEO/C-Suite |
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
| ||||||||||
Financial and Accounting |
| X |
|
| X |
| ||||||||||||||||||||||||||||||||||
Legal and Compliance |
| X |
|
| X |
|
| X |
| |||||||||||||||||||||||||||||||
Governance |
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
| |||||||||||||||||||
Banking |
| X |
|
| X |
|
| X |
| |||||||||||||||||||||||||||||||
Government, Defense or Military |
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
| ||||||||||||||||||||||
Energy |
| X |
|
| X |
| ||||||||||||||||||||||||||||||||||
Information Technology and Cybersecurity |
| X |
|
| X |
|
| X |
| |||||||||||||||||||||||||||||||
Other Industry |
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
| X |
|
|
|
|
Additional background information about the nominees and continuing directors follows, including the specific experiences, qualifications, attributes and skills that the Board believes qualifies each of the below named individuals to serve as a director of the Company, considering the Company’s business and structure.
10 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Item 1 on Proxy CardContinuing Directors — Election of Directors(continued)
Nominees — For Terms Expiring at 2023 Annual Meeting (Class III)
|
| |||||||
Kenneth C. Dahlberg
Retired Chairman of the Board and Former Chief Executive Officer of Science Applications International Corporation (SAIC)
Director since2006
Age: 77 | Kenneth C. Dahlberg served as Chief Executive Officer of Science Applications International Corporation (SAIC), a research and engineering firm specializing in information systems and technology, from November 2003 through September 2009, and served as Chairman of the Board of Directors of SAIC from July 2004 until his retirement in June 2010. Prior to joining SAIC, Mr. Dahlberg served as Executive Vice President of General Dynamics where he was responsible for its Information Systems and Technology Group and prior to that served as President and Chief Operating Officer of Raytheon Systems. Mr. Dahlberg
The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Dahlberg should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards, his Teledyne board experience, board attendance and participation, his extensive experience with companies in the defense industry and his background and experience in design engineering, production, system development and services. | |||||||
Michelle A. Kumbier Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC Director since 2020 Age: 54 | Michelle A. Kumbier has been Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC, a manufacturer and marketer of engines and outdoor power equipment, since March 2022. She is the former Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, a manufacturer of motorcycles and related products, from October 2017 to April 2020. Ms. Kumbier had previously served as Harley-Davidson’s Senior Vice President, Motor Company Product and Operations from May 2015 to October 2017, and held various other executive roles from 1997 to 2015. Prior to joining Harley-Davidson in 1997, Ms. Kumbier began her career at Kohler Company in 1986, where she held a variety of positions in both the plumbing products and engines divisions. Ms. Kumbier has also been a member of the Board of Directors of Abbott Laboratories, a health care products provider, since 2018 and Tenneco, Inc., an automotive products provider, since 2021. In connection with Tenneco’s publicly announced agreement to be acquired by Apollo Funds, Ms. Kumbier would cease to be a Tenneco director upon the acquisition closing. Ms. Kumbier is a member of our Audit Committee and Vice Chair of our Personnel and Compensation Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Ms. Kumbier should serve as a director: her professional background and experience and her senior level experience in the management of a multinational public manufacturing company, including significant operations, product development, supply chain optimization, business development and strategic planning experience. |
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Item 1 on Proxy Card — Election of Directors(continued)
Robert A. Malone
Chairman, President and Chief Executive
Director since2015
Age: 70 | Robert A. Malone has been the Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc., a privately-held community bank, since 2014. Mr. Malone is also the Chairman, President and Chief Executive Officer of The First National Bank of Sonora, Texas (d/b/a Sonora Bank), a community bank owned by First Sonora Bancshares, Inc., since 2014. He joined First Sonora Bancshares and Sonora Bank in 2009 as President and Chief Executive Officer. Mr. Malone was an Executive Vice President of BP plc, an integrated oil and gas company, and was Chairman of the Board and President, BP America Inc. from 2006 to 2009. Mr. Malone has been a director of Halliburton Company, a provider products and services to the energy industry, since 2009 and its Lead Director since 2018, a director of Peabody Energy Corporation, a coal mining company, since 2009, and itsNon-Executive Chairman of the Board since 2016 and a director of BP Midstream Partners GP LLC, the general partner of BP Midstream LP, an owner and operator of oil and natural gas pipelines, since 2017. Mr. Malone is a member of our Audit Committee and our Personnel and Compensation Committee.
The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Malone should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards and his extensive experience with companies in the oil and gas industry and in banking and his expertise in compliance with safety regulations. |
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Item 1 on Proxy Card — Election of Directors (continued)
Continuing Directors — Terms Expiring at 2024 Annual Meeting (Class I)
Denise R. Singleton (formerly known as Denise R. Cade) Executive Vice President, General Counsel and Secretary of WestRock Company Director since 2019 Age: 59 | Denise R. Singleton has been Executive Vice President, General Counsel and Secretary of WestRock Company, a paper and packaging solutions company, since March 2022. Prior to joining WestRock, she was the Senior Vice President, General Counsel and Corporate Secretary of IDEX Corporation, a manufacturer of fluidic systems and specialty engineered products, since October 2015. From March 2011 until October 2015, she served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at SunCoke Energy, Inc., a supplier of high-quality coke used in the blast furnace production of steel, and its controlled company SunCoke Energy Partners, LLP, where she also served on the Board of Directors. Prior to joining SunCoke Energy, Ms. Singleton held several positions at PPG Industries, Inc., a global supplier of paints, coatings and specialty materials, including Assistant General Counsel and Corporate Secretary, Chief Securities and Finance Counsel, Chief M&A Counsel, and General Counsel of the Glass and Fiberglass Division. Prior to joining PPG Industries, Ms. Singleton was a partner at Shaw Pittman, LLP, a law firm. Ms. Singleton is listed as a 2022 Director to Watch by Directors & Boards magazine. In 2021, Ms. Singleton was named one of the Most Influential Black Corporate Directors by Savoy Magazine. In 2019, Ms. Singleton was named to The Legal 500 GC Powerlist that consists of the most influential in-house lawyers in business and was named one of the Most Powerful Women in Corporate America by Black Enterprise magazine. Since 2021, Ms Singleton has been a director of Phillips 66, a diversified energy manufacturing and logistics company. Ms. Singleton is a member of our Audit Committee and Nominating and Governance Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Ms. Singleton should serve as a director: her professional background and experience, current and previously held senior-executive level positions, her service on other company boards, and her legal, merger and acquisitions, capital markets, financing, compliance, cybersecurity and corporate governance experience at public companies with significant operations across multiple technologies and industries. |
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Item 1 on Proxy Card — Election of Directors (continued)
Simon M. Lorne Vice Chairman and Chief Legal Officer of Millennium Management LLC and Former General Counsel, U.S. Securities and Exchange Commission Director since 2004 Age: 76 | Simon M. Lorne is the Vice Chairman and Chief Legal Officer of Millennium Management LLC, a hedge fund management company. From March 1999 to March 2004, prior to the time he became a Teledyne director, Mr. Lorne was a partner with Munger Tolles & Olson, LLP, a law firm whose services Teledyne has used from time to time. Mr. Lorne has also previously served as a Managing Director, with responsibility for Legal Compliance and Internal Audit of Citigroup/Salomon Brothers and as the General Counsel at the SEC in Washington, D.C. From 2016 through 2020, Mr. Lorne was Chairman of the Alternative Investment Management Association, a London-based association of investment managers. From 2011 to 2018, Mr. Lorne served on the Advisory Council of the Public Company Accounting Oversight Board. Mr. Lorne is the Chair of our Audit Committee and a member of our Nominating and Governance Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Lorne should serve as a director: his professional background and experience, current and previously held senior-executive level positions, senior level experience at a government regulator, his service on other public and private company boards, his Teledyne board experience, board attendance and participation, and his specialized expertise in finance, mergers and acquisitions, securities laws and corporate governance. |
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Item 1 on Proxy Card — Election of Directors (continued)
Vincent J. Morales Senior Vice President and Chief Financial Officer, PPG Industries, Inc. Director since 2021 Age: 56 | Mr. Morales is currently Senior Vice President and Chief Financial Officer of PPG Industries, Inc. Mr. Morales joined PPG in 1985, ultimately serving as its Chief Financial Officer since March 2017. During his time at PPG, Mr. Morales progressed through a variety of accounting and finance roles, encompassing controllership, investor relations, treasury, and company-wide business finance. In his current role, Mr. Morales is part of PPG’s five-person Executive Committee that is responsible for establishing and executing the company’s overall strategy. Mr. Morales serves on our Audit Committee and Personnel and Compensation Committee The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Morales should serve as a director: his extensive experience in the management of a multinational public company, including significant finance, accounting, investor relations, operations, strategic planning and mergers and acquisitions experience. | |||||||
Wesley W. von Schack Chairman of AEGIS Insurance Services and Former Chairman, President and Chief Executive Officer of Energy East Corporation Director since 2006 Age: 77 | Wesley W. von Schack is the Chairman of AEGIS Insurance Services, a property and casualty mutual insurance company, a position he has held since 2007. He served as a director of Edward Lifesciences Corporation, a company engaged in the science of heart valves and hemodynamic monitoring, from 2010 to May 2020. Dr. von Schack served as Chairman, President and Chief Executive Officer of Energy East Corporation, a diversified energy services company, from 1996 to September 2009. Dr. von Schack served as a director of The Bank of New York Mellon Corporation from 2007 through April 2016 and Mellon Financial Corporation from 1989 to 2007. Dr. von Schack is director emeritus of the Gettysburg Foundation, and is a member of the President’s Council — Peconic Land Trust. Dr. von Schack is a member of our Nominating and Governance Committee and our Personnel and Compensation Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Dr. von Schack should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other private and public company boards, his leadership positions at private foundations, his Teledyne board experience, board attendance and participation, and his extensive experience with companies in the energy, banking, financial asset management sectors and in regulated industries. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 21 |
Director Independence
In April 2021, our Nominating and Governance Committee assessed, and our Board determined, the independence of each director in accordance with applicable NYSE and SEC rules, as then in effect, with the exception of Mr. Morales, for whom such assessment and determination took place in October 2021. To comply with such rules, our Nominating and Governance Committee considered various relationship categories including: whether the director is an employee, amount of stock ownership, and commercial, industrial, banking, consulting, legal, accounting or auditing, charitable and familial relationships, as well as a range of individual circumstances (including social friendships between certain members of the Board). See “Certain Transactions” at page 82. The Nominating and Governance Committee, followed by the Board, determined that each member of our Board of Directors did not have any material relationships with us and was thus independent, except for Dr. Mehrabian, our Chairman, President and Chief Executive Officer. Our management, after reviewing director questionnaires, reported to our Board in February 2022 that information on which the Board based its independence assessment in 2021 had not materially changed. The independent directors by name are: Charles Crocker, Kenneth C. Dahlberg, Michelle A. Kumbier, Simon M. Lorne, Robert A. Malone, Vincent J. Morales, Jane C. Sherburne, Denise R. Singleton, Michael T. Smith and Wesley W. von Schack.
The Nominating and Governance Committee, followed by the Board, also determined that each member of our Personnel and Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.
All of the Board’s standing committees consist only of independent directors.
Corporate Governance and Ethics Guidelines
Our Board of Directors has adopted many “best practices” in corporate governance, including separate standing committees of the Board for each of audit, nominating and governance and personnel and compensation matters, charters for each of the committees, and corporate ethics and compliance guidelines.
Our ethics and compliance guidelines for employees are contained in the Global Code of Ethical Business Conduct. These guidelines apply to all our employees, including our principal executive, financial and accounting officers. Our employees receive annual ethics training, and questionnaires are distributed annually to various personnel to confirm compliance with these guidelines. We also have a specialized code of ethics for financial executives that supplements the employee guidelines. In addition, we have ethics and compliance guidelines for our third-party service providers.
Our Board of Directors has adopted a Code of Business Conduct and Ethics for directors. This code is intended to provide guidance to directors to help them recognize and deal with ethical issues, including conflicts of interest, corporate opportunities, fair dealing, compliance with law and proper use of the Company’s assets. It also provides mechanisms to report possible unethical conduct.
Our Board of Directors has adopted Corporate Governance Guidelines. These Corporate Governance Guidelines were initially developed by our Nominating and Governance Committee and are reviewed at least annually by such Committee. These Corporate Governance Guidelines incorporate practices and policies under which our Board has operated since its inception, in addition to many of the requirements of the SEC and the NYSE. Some of the principal subjects covered by the Corporate Governance Guidelines include:
Director qualification standards.
Director responsibilities.
Director access to management and independent advisors.
Director compensation.
Director orientation and continuing education.
Management succession.
22 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Corporate Governance (continued)
Annual performance evaluation of the Board and its Committees.
Change in professional status and resignations.
Role of the lead director.
Leadership development.
Copies of our Corporate Governance Guidelines, Global Code of Ethical Business Conduct, Code of Ethics for Financial Professionals, Directors’ Code of Business Conduct and Ethics, Ethics Code of Conduct for Service Providers, Corporate Governance Guidelines and Committee charters are available on our website at www.teledyne.com under “Who We Are” — “Corporate Governance”. We intend to post any amendments to these documents and any waivers of the provisions thereof related to directors or executive officers on our website. If at any time you would like to receive a paper copy of these documents free-of-charge, please write to Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360.
Risk Management Oversight
The risk oversight function of the Board of Directors is carried out by both the Board and the Audit Committee. As provided in its charter, the Audit Committee meets periodically with management to discuss the Company’s major financial and operating risk exposures and the steps, guidelines and policies taken or implemented relating to risk assessment and risk management. Matters of strategic risk are considered by the Board as a whole. At each regularly scheduled meeting of the Audit Committee, our Vice President, Business Risk Assurance reports directly to the Audit Committee on the activities of the Company’s internal audit function. Management also reports to the Audit Committee on legal, finance, accounting and compliance matters at least quarterly and on tax, pension and information technology and cybersecurity matters periodically. The Board is provided with reports on legal matters at periodically scheduled meetings and on other matters related to risk oversight on an as needed basis. In addition, the Audit Committee reviews with management the “risk factors” that appear in our Annual Report on Form 10-K prior to its filing.
We have an Enterprise Risk Management Committee, consisting of executive officers and other employees, to identify significant company risks and determine whether we have appropriate risk management policies, practices and procedures in place. Our Senior Vice President and Treasurer, periodically reports to the Audit Committee and the Board of Directors on the progress and results of the actions taken by this committee.
Hedging Policy
Our insider trading policy prohibits short sales of our stock, buying or selling put or call options on our stock, holding our stock in a margin account, pledging our stock as collateral for a loan, or entering into hedging or monetization transactions with respect to our stock, in each case without prior advance approval from our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. The foregoing prohibitions apply to our directors, executive officers and any employee who participates in our stock option program.
Board Evaluation Process
Every year the Board and each standing committee of the Board assesses its performance. The evaluation process is overseen by the Nominating and Governance Committee and involves separate interviews of each director by internal counsel to solicit feedback on several issues, including:
Board and committee effectiveness, size, composition and frequency of meetings;
director access to management and the sufficiency and timeliness of information provided by management;
sufficiency of processes for risk oversight;
whether directors possess appropriate experience and backgrounds; and
whether each director contributes to the effectiveness of the Board.
The results are summarized by the Senior Vice President, General Counsel, Chief Compliance Officer and Secretary and discussed by the Board and each committee in executive session. In addition to providing an
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 23 |
Corporate Governance (continued)
opportunity for directors to discuss a wide range of governance-related topics, the evaluation process is used by the Board and each committee to identify opportunities for improvement, make changes to the committee charters, processes and policies, and is linked to our Board’s succession planning activities.
Risks Related to Compensation Policies and Practices
The Company and the Personnel and Compensation Committee have undertaken a process to determine whether the Company’s overall compensation program for employees creates incentives for employees to take excessive or unreasonable risks that could materially harm the Company. As part of this process, the Company received input and analysis from its independent compensation consultant, Exequity LLP, and management prepared a framework of potential risk and evaluated the Company’s compensation policies in the context of this framework. The results of this evaluation were reviewed by and discussed with the Personnel and Compensation Committee.
We believe that several features of our compensation policies for management employees appropriately mitigate such risks, including a balanced mix of long- and short-term compensation incentives, the use of incentive award plans with capped payouts, the use of a diverse mix of performance measures in our incentive award plans and our stock ownership requirements for key officers. In addition, we use our annual business plan as a baseline for our Annual Incentive Plan targets, which the Personnel and Compensation Committee regards as setting an appropriate level of risk taking for the Company. We also believe the Company’s internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing the Company to a harmful long-term business transaction in exchange for short-term compensation benefits. In light of these features of our compensation program and these additional controls, our management and our Personnel and Compensation Committee have concluded that the risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Communications with the Board
Our Corporate Governance Guidelines provide that any interested parties desiring to communicate with our non-management directors, including our lead director, may contact them through our Secretary, Melanie S. Cibik, whose address is: Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360. The Secretary will review each communication received and decide as to whether the communication, or a summary thereof, will be forwarded to the Nominating and Governance Committee or other appropriate Board committee or member.
Stockholder Engagement
We regularly engage with our stockholders to understand their perspectives on Teledyne, including our strategies, financial performance, management and executive compensation. As part of this program, senior management regularly meets with institutional investors. During fiscal year 2021, senior management met with many institutional investors, including the majority of our top 25 investors with actively managed funds, through virtual investor conferences, virtual meetings and telephone conferences.
Corporate Responsibility
Teledyne continuously operates within our Global Code of Ethical Business Conduct. We firmly believe that improvement is possible only if we measure our performance and constantly raise our standards through ethically oriented practices, including our contributions and commitment to having a positive measurable impact on humanity. Our Global Code of Ethical Business Conduct and other policies and information related to corporate social responsibility can be found at www.teledyne.com under “Who We Are” — “Corporate Governance.”
Please note that information posted or accessible through websites referenced in this Proxy Statement is not incorporated by reference or otherwise included in this Proxy Statement.
24 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Corporate Governance (continued)
Environment and Sustainability
Recently, the prominence and importance of sustainability and ESG initiatives have dramatically increased. In February 2022, we published our inaugural Corporate Social Responsibility (CSR) report, in which we disclose and highlight some of Teledyne’s most recent efforts focused and sustainability and ESG. The CSR report is available under “Who We Are” – “Corporate Social Responsibility” on our website at www.teledyne.com.
In 2021, we compiled the first global inventory of our greenhouse gas (GHG) emissions (starting with fiscal year 2020) and are developing a GHG monitoring and management plan. We have set a goal to reduce our combined direct emissions (“Scope 1”) and indirect emissions from purchased energy (“Scope 2”) in company operations, normalized for revenue, by 40% from 2020 levels by the end fiscal year 2040. Going forward, we will continue to evaluate our emission reduction goals, while at the same time providing the tools and technologies enabling environmental science and climatology across the globe. More information about our carbon footprint and GHG emission reduction efforts and goals, and the contributions that Teledyne products make to carbon monitoring and environmental and climate science, can be found in our CSR report.
The Board of Directors Recommends
a Vote FOR the Election of the Nominees.
12 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
16 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Item 1 on Proxy Card — Election of Directors(continued)
Continuing Directors — Terms Expiring at the 20212023 Annual Meeting (Class III)
Kenneth C. Dahlberg Retired Chairman of the Board and Former Chief Executive Officer of Science Applications International Corporation (SAIC) Director since 2006 Age: 77 | Kenneth C. Dahlberg served as Chief Executive Officer of Science Applications International Corporation (SAIC), a research and engineering firm specializing in information systems and technology, from November 2003 through September 2009, and served as Chairman of the Board of Directors of SAIC from July 2004 until his retirement in June 2010. Prior to joining SAIC, Mr. Dahlberg served as Executive Vice President of General Dynamics where he was responsible for its Information Systems and Technology Group and prior to that served as President and Chief Operating Officer of Raytheon Systems. Mr. Dahlberg was also a director of Parsons Corp., an engineering, construction, technical and management services firm from 2011 until April 2020. From 2011 through May 2017, Mr. Dahlberg was a director of Motorola Solutions, Inc., a provider of mission critical communication products and services. Mr. Dahlberg is a member of our Personnel and Compensation Committee and our Audit Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Dahlberg should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards, his Teledyne board experience, board attendance and participation, his extensive experience with companies in the defense industry and his background and experience in design engineering, production, system development and services. | |||||||
Michelle A. Kumbier Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC Director since 2020 Age: 54 | Michelle A. Kumbier has been Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC, a manufacturer and marketer of engines and outdoor power equipment, since March 2022. She is the former Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, a manufacturer of motorcycles and related products, from October 2017 to April 2020. Ms. Kumbier had previously served as Harley-Davidson’s Senior Vice President, Motor Company Product and Operations from May 2015 to October 2017, and held various other executive roles from 1997 to 2015. Prior to joining Harley-Davidson in 1997, Ms. Kumbier began her career at Kohler Company in 1986, where she held a variety of positions in both the plumbing products and engines divisions. Ms. Kumbier has also been a member of the Board of Directors of Abbott Laboratories, a health care products provider, since 2018 and Tenneco, Inc., an automotive products provider, since 2021. In connection with Tenneco’s publicly announced agreement to be acquired by Apollo Funds, Ms. Kumbier would cease to be a Tenneco director upon the acquisition closing. Ms. Kumbier is a member of our Audit Committee and Vice Chair of our Personnel and Compensation Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Ms. Kumbier should serve as a director: her professional background and experience and her senior level experience in the management of a multinational public manufacturing company, including significant operations, product development, supply chain optimization, business development and strategic planning experience. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 17 |
Item 1 on Proxy Card — Election of Directors (continued)
Robert A. Malone Chairman, President and Chief Executive Officer, President and Chief Executive Officer of First Sonora Bancshares, Inc. and Retired Chairman of the Board and President, BP America, Inc. Director since 2015 Age: 70 | Robert A. Malone has been the Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc., a privately-held community bank, since 2014. Mr. Malone is also the Chairman, President and Chief Executive Officer of The First National Bank of Sonora, Texas (d/b/a Sonora Bank), a community bank owned by First Sonora Bancshares, Inc., since 2014. He joined First Sonora Bancshares and Sonora Bank in 2009 as President and Chief Executive Officer. Mr. Malone was an Executive Vice President of BP plc, an integrated oil and gas company, and was Chairman of the Board and President, BP America Inc. from 2006 to 2009. Mr. Malone has been a director of Halliburton Company, a provider products and services to the energy industry, since 2009 and its Lead Director since 2018, a director of Peabody Energy Corporation, a coal mining company, since 2009, and its Non-Executive Chairman of the Board since 2016 and a director of BP Midstream Partners GP LLC, the general partner of BP Midstream LP, an owner and operator of oil and natural gas pipelines, since 2017. Mr. Malone is a member of our Audit Committee and our Personnel and Compensation Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Malone should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards and his extensive experience with companies in the oil and gas industry and in banking and his expertise in compliance with safety regulations. |
18 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Item 1 on Proxy Card — Election of Directors (continued)
Continuing Directors — Terms Expiring at 2024 Annual Meeting (Class I)
Denise R. Singleton (formerly known as Denise R. Cade) Executive Vice President, General Counsel and Secretary of WestRock Company Director since 2019 Age: 59 | Denise R. Singleton has been Executive Vice President, General Counsel and Secretary of WestRock Company, a paper and packaging solutions company, since March 2022. Prior to joining WestRock, she was the Senior Vice President, General Counsel and Corporate Secretary of IDEX Corporation, a manufacturer of fluidic systems and specialty engineered products, since October 2015. From March 2011 until October 2015, she served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at SunCoke Energy, Inc., a supplier of high-quality coke used in the blast furnace production of steel, and its controlled company SunCoke Energy Partners, LLP, where she also served on the Board of Directors. Prior to joining SunCoke Energy, Ms. Singleton held several positions at PPG Industries, Inc., a global supplier of paints, coatings and specialty materials, including Assistant General Counsel and Corporate Secretary, Chief Securities and Finance Counsel, Chief M&A Counsel, and General Counsel of the Glass and Fiberglass Division. Prior to joining PPG Industries, Ms. Singleton was a partner at Shaw Pittman, LLP, a law firm. Ms. Singleton is listed as a 2022 Director to Watch by Directors & Boards magazine. In 2021, Ms. Singleton was named one of the Most Influential Black Corporate Directors by Savoy Magazine. In 2019, Ms. Singleton was named to The Legal 500 GC Powerlist that consists of the most influential in-house lawyers in business and was named one of the Most Powerful Women in Corporate America by Black Enterprise magazine. Since 2021, Ms Singleton has been a director of Phillips 66, a diversified energy manufacturing and logistics company. Ms. Singleton is a member of our Audit Committee and Nominating and Governance Committee. The following experience, qualifications, attributes and/or skills led the Board to conclude that Ms. Singleton should serve as a director: her professional background and experience, current and previously held senior-executive level positions, her service on other company boards, and her legal, merger and acquisitions, capital markets, financing, compliance, cybersecurity and corporate governance experience at public companies with significant operations across multiple technologies and industries. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 19 |
Item 1 on Proxy Card — Election of Directors (continued)
Simon M. Lorne
Vice Chairman and Chief Legal Officer of Millennium Management LLC and Former General Counsel, U.S. Securities and Exchange Commission
Director since2004
Age:
| Simon M. Lorne is the Vice Chairman and Chief Legal Officer of Millennium Management LLC, a hedge fund management company. From March 1999 to March 2004, prior to the time he became a Teledyne director, Mr. Lorne was a partner with Munger Tolles & Olson, LLP, a law firm whose services Teledyne has used from time to time. Mr. Lorne has also previously served as a Managing Director, with responsibility for Legal Compliance and Internal Audit of Citigroup/Salomon Brothers and as the General Counsel at the SEC in Washington, D.C.
The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Lorne should serve as a director: his professional background and experience, current and previously held senior-executive level positions, senior level experience at a government regulator, his service on other public and private company boards, his Teledyne board experience, board attendance and participation, and his specialized expertise in finance, mergers and acquisitions, securities laws and corporate governance. |
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TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 13
Item 1 on Proxy Card — Election of Directors(continued)
Vincent J. Morales Senior Vice President and Chief Financial Officer, PPG Industries, Inc. Director since 2021 Age: 56 | Mr. Morales is currently Senior Vice President and Chief Financial Officer of PPG Industries, Inc. Mr. Morales joined PPG in 1985, ultimately serving as its Chief Financial Officer since March 2017. During his time at PPG, Mr. Morales progressed through a variety of accounting and finance roles, encompassing controllership, investor relations, treasury, and company-wide business finance. In his current role, Mr. Morales is part of PPG’s five-person Executive Committee that is responsible for establishing and executing the company’s overall strategy. Mr. Morales serves on our Audit Committee and Personnel and Compensation Committee The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Morales should serve as a director: his extensive experience in the management of a multinational public company, including significant finance, accounting, investor relations, operations, strategic planning and mergers and acquisitions experience. | |||||||
Wesley W. von Schack
Chairman of AEGIS Insurance Services and Former Chairman, President and Chief Executive Officer of Energy East Corporation
Director since2006
Age: | Wesley W. von Schack is the Chairman of AEGIS Insurance Services, a property and casualty mutual insurance company, a position he has held since 2007. He
The following experience, qualifications, attributes and/or skills led the Board to conclude that Dr. von Schack should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other private and public company boards, his leadership positions at private foundations, his Teledyne board experience, board attendance and participation, and his extensive experience with companies in the energy, banking, financial asset management sectors and in regulated industries. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 21 |
Director Independence
In April 2021, our Nominating and Governance Committee assessed, and our Board determined, the independence of each director in accordance with applicable NYSE and SEC rules, as then in effect, with the exception of Mr. Morales, for whom such assessment and determination took place in October 2021. To comply with such rules, our Nominating and Governance Committee considered various relationship categories including: whether the director is an employee, amount of stock ownership, and commercial, industrial, banking, consulting, legal, accounting or auditing, charitable and familial relationships, as well as a range of individual circumstances (including social friendships between certain members of the Board). See “Certain Transactions” at page 82. The Nominating and Governance Committee, followed by the Board, determined that each member of our Board of Directors did not have any material relationships with us and was thus independent, except for Dr. Mehrabian, our Chairman, President and Chief Executive Officer. Our management, after reviewing director questionnaires, reported to our Board in February 2022 that information on which the Board based its independence assessment in 2021 had not materially changed. The independent directors by name are: Charles Crocker, Kenneth C. Dahlberg, Michelle A. Kumbier, Simon M. Lorne, Robert A. Malone, Vincent J. Morales, Jane C. Sherburne, Denise R. Singleton, Michael T. Smith and Wesley W. von Schack.
The Nominating and Governance Committee, followed by the Board, also determined that each member of our Personnel and Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.
All of the Board’s standing committees consist only of independent directors.
Corporate Governance and Ethics Guidelines
Our Board of Directors has adopted many “best practices” in corporate governance, including separate standing committees of the Board for each of audit, nominating and governance and personnel and compensation matters, charters for each of the committees, and corporate ethics and compliance guidelines.
Our ethics and compliance guidelines for employees are contained in the Global Code of Ethical Business Conduct. These guidelines apply to all our employees, including our principal executive, financial and accounting officers. Our employees receive annual ethics training, and questionnaires are distributed annually to various personnel to confirm compliance with these guidelines. We also have a specialized code of ethics for financial executives that supplements the employee guidelines. In addition, we have ethics and compliance guidelines for our third-party service providers.
Our Board of Directors has adopted a Code of Business Conduct and Ethics for directors. This code is intended to provide guidance to directors to help them recognize and deal with ethical issues, including conflicts of interest, corporate opportunities, fair dealing, compliance with law and proper use of the Company’s assets. It also provides mechanisms to report possible unethical conduct.
Our Board of Directors has adopted Corporate Governance Guidelines. These Corporate Governance Guidelines were initially developed by our Nominating and Governance Committee and are reviewed at least annually by such Committee. These Corporate Governance Guidelines incorporate practices and policies under which our Board has operated since its inception, in addition to many of the requirements of the SEC and the NYSE. Some of the principal subjects covered by the Corporate Governance Guidelines include:
Director qualification standards.
Director responsibilities.
Director access to management and independent advisors.
Director compensation.
Director orientation and continuing education.
Management succession.
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14 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Item 1 on Proxy Card — Election of DirectorsCorporate Governance (continued)
ContinuingAnnual performance evaluation of the Board and its Committees.
Change in professional status and resignations.
Role of the lead director.
Leadership development.
Copies of our Corporate Governance Guidelines, Global Code of Ethical Business Conduct, Code of Ethics for Financial Professionals, Directors’ Code of Business Conduct and Ethics, Ethics Code of Conduct for Service Providers, Corporate Governance Guidelines and Committee charters are available on our website at www.teledyne.com under “Who We Are” — “Corporate Governance”. We intend to post any amendments to these documents and any waivers of the provisions thereof related to directors or executive officers on our website. If at any time you would like to receive a paper copy of these documents free-of-charge, please write to Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360.
Risk Management Oversight
The risk oversight function of the Board of Directors — Terms Expiringis carried out by both the Board and the Audit Committee. As provided in its charter, the Audit Committee meets periodically with management to discuss the Company’s major financial and operating risk exposures and the steps, guidelines and policies taken or implemented relating to risk assessment and risk management. Matters of strategic risk are considered by the Board as a whole. At each regularly scheduled meeting of the Audit Committee, our Vice President, Business Risk Assurance reports directly to the Audit Committee on the activities of the Company’s internal audit function. Management also reports to the Audit Committee on legal, finance, accounting and compliance matters at least quarterly and on tax, pension and information technology and cybersecurity matters periodically. The Board is provided with reports on legal matters at periodically scheduled meetings and on other matters related to risk oversight on an as needed basis. In addition, the 2022Audit Committee reviews with management the “risk factors” that appear in our Annual Meeting (Class II)Report on Form 10-K prior to its filing.
We have an Enterprise Risk Management Committee, consisting of executive officers and other employees, to identify significant company risks and determine whether we have appropriate risk management policies, practices and procedures in place. Our Senior Vice President and Treasurer, periodically reports to the Audit Committee and the Board of Directors on the progress and results of the actions taken by this committee.
Hedging Policy
Our insider trading policy prohibits short sales of our stock, buying or selling put or call options on our stock, holding our stock in a margin account, pledging our stock as collateral for a loan, or entering into hedging or monetization transactions with respect to our stock, in each case without prior advance approval from our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. The foregoing prohibitions apply to our directors, executive officers and any employee who participates in our stock option program.
Board Evaluation Process
Every year the Board and each standing committee of the Board assesses its performance. The evaluation process is overseen by the Nominating and Governance Committee and involves separate interviews of each director by internal counsel to solicit feedback on several issues, including:
Board and committee effectiveness, size, composition and frequency of meetings;
director access to management and the sufficiency and timeliness of information provided by management;
sufficiency of processes for risk oversight;
whether directors possess appropriate experience and backgrounds; and
whether each director contributes to the effectiveness of the Board.
The results are summarized by the Senior Vice President, General Counsel, Chief Compliance Officer and Secretary and discussed by the Board and each committee in executive session. In addition to providing an
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TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 15
Item 1 on Proxy Card — Election of DirectorsCorporate Governance (continued)
opportunity for directors to discuss a wide range of governance-related topics, the evaluation process is used by the Board and each committee to identify opportunities for improvement, make changes to the committee charters, processes and policies, and is linked to our Board’s succession planning activities.
Risks Related to Compensation Policies and Practices
The Company and the Personnel and Compensation Committee have undertaken a process to determine whether the Company’s overall compensation program for employees creates incentives for employees to take excessive or unreasonable risks that could materially harm the Company. As part of this process, the Company received input and analysis from its independent compensation consultant, Exequity LLP, and management prepared a framework of potential risk and evaluated the Company’s compensation policies in the context of this framework. The results of this evaluation were reviewed by and discussed with the Personnel and Compensation Committee.
We believe that several features of our compensation policies for management employees appropriately mitigate such risks, including a balanced mix of long- and short-term compensation incentives, the use of incentive award plans with capped payouts, the use of a diverse mix of performance measures in our incentive award plans and our stock ownership requirements for key officers. In addition, we use our annual business plan as a baseline for our Annual Incentive Plan targets, which the Personnel and Compensation Committee regards as setting an appropriate level of risk taking for the Company. We also believe the Company’s internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing the Company to a harmful long-term business transaction in exchange for short-term compensation benefits. In light of these features of our compensation program and these additional controls, our management and our Personnel and Compensation Committee have concluded that the risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Communications with the Board
Our Corporate Governance Guidelines provide that any interested parties desiring to communicate with our non-management directors, including our lead director, may contact them through our Secretary, Melanie S. Cibik, whose address is: Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360. The Secretary will review each communication received and decide as to whether the communication, or a summary thereof, will be forwarded to the Nominating and Governance Committee or other appropriate Board committee or member.
Stockholder Engagement
We regularly engage with our stockholders to understand their perspectives on Teledyne, including our strategies, financial performance, management and executive compensation. As part of this program, senior management regularly meets with institutional investors. During fiscal year 2021, senior management met with many institutional investors, including the majority of our top 25 investors with actively managed funds, through virtual investor conferences, virtual meetings and telephone conferences.
Corporate Responsibility
Teledyne continuously operates within our Global Code of Ethical Business Conduct. We firmly believe that improvement is possible only if we measure our performance and constantly raise our standards through ethically oriented practices, including our contributions and commitment to having a positive measurable impact on humanity. Our Global Code of Ethical Business Conduct and other policies and information related to corporate social responsibility can be found at www.teledyne.com under “Who We Are” — “Corporate Governance.”
Please note that information posted or accessible through websites referenced in this Proxy Statement is not incorporated by reference or otherwise included in this Proxy Statement.
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16 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Item 1 on Proxy Card — Election of DirectorsCorporate Governance (continued)
Environment and Sustainability
Recently, the prominence and importance of sustainability and ESG initiatives have dramatically increased. In February 2022, we published our inaugural Corporate Social Responsibility (CSR) report, in which we disclose and highlight some of Teledyne’s most recent efforts focused and sustainability and ESG. The CSR report is available under “Who We Are” – “Corporate Social Responsibility” on our website at www.teledyne.com.
In 2021, we compiled the first global inventory of our greenhouse gas (GHG) emissions (starting with fiscal year 2020) and are developing a GHG monitoring and management plan. We have set a goal to reduce our combined direct emissions (“Scope 1”) and indirect emissions from purchased energy (“Scope 2”) in company operations, normalized for revenue, by 40% from 2020 levels by the end fiscal year 2040. Going forward, we will continue to evaluate our emission reduction goals, while at the same time providing the tools and technologies enabling environmental science and climatology across the globe. More information about our carbon footprint and GHG emission reduction efforts and goals, and the contributions that Teledyne products make to carbon monitoring and environmental and climate science, can be found in our CSR report.
Ethics Help Line
We have a confidential Ethics Help Line, where questions or concerns about us can be raised confidentially and anonymously. The Ethics Help line is available to all our employees, as well as concerned individuals outside the Company. The toll-free help line number is 1-877-666-6968. International dialing instructions are available at www.teledyne.ethicspoint.com. Issues can also be reported via that website. The receipt of material concerns about our accounting, internal controls and auditing matters will be reported to the Audit Committee.
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TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 17
Committees of Our Board of Directors
Our Board of Directors has established an Audit Committee, a Nominating and Governance Committee and a Personnel and Compensation Committee. From time to time, our Board of Directors may establish other committees. Each of the Audit Committee, Nominating and Governance Committee and Personnel and Compensation Committee has a written charter that can be accessed on our website atwww.teledyne.com under “Corporate Information“Who We Are — Governance”.Corporate Governance.”
Audit Committee
The members of the Audit Committee are:
Simon M. Lorne, Chair
Denise R. Cade (since July 23, 2019)
Kenneth C. Dahlberg
Michelle A. Kumbier
Robert A. Malone
Paul D. MillerVincent J. Morales
Jane C. Sherburne
Denise R. Singleton
Michael T. Smith
The Audit Committee held six meetings in 2019.2021.
The primary purpose of the Audit Committee is to assist the Board’sBoard of Directors’ oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualification and the independence of our independent auditor, and the performance of our internal audit function and independent auditor. As provided in its charter, the Audit Committee is directly responsible for the appointment, retention, compensation, oversight, evaluation and termination of our independent auditor (including resolving disagreements between management and the independent auditor regarding financial reporting). The Audit Committee has been designated as the “qualified legal compliance committee.” In carrying out its responsibilities, the Audit Committee undertakes to do many things, including:
Retain and approve the terms of the engagement and fees to be paid to the independent auditor.
Evaluate the performance of the independent auditor.
Receive written periodic reports from the independent auditor delineating all relationships between the independent auditor and us.
Review with the independent auditor any problems or difficulties the independent auditor may have encountered, and any management letter provided by the independent auditor and our response to that letter.
Review our annual audited financial statements and the report thereon and quarterly unaudited financial statements with the independent auditor and management prior to publication of such statements.
Discuss with management the earnings press releases (including the type of information and presentation of information).
Review, approve and discuss with management and the senior internal auditing executive the scope of the internal audit plan and any material changes thereto, and responsibilities, budget and staffing of the internal audit function.
Review major issues regarding accounting principles and financial statement presentations and judgments made in connection with the preparation of our financial statements.
Meet at least quarterly with the senior internal auditing executive to discuss internal audits and findings and management’s response.
Meet periodically with management to review our financial risk exposures and the steps management has taken to monitor and control such exposures.
Meet periodically or on an as needneeded basis with management to review financings, stock repurchases, significant tax matters, investment strategies, hedging strategies and certain information technology-related matters.
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Committees of Our Board of Directors(continued)
Review legal matters that may have a material impact on the financial statements, our compliance policies and any material reports or inquiries received from regulators or governmental agencies with our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, including those matters related to compliance with environmental laws and the health and safety of employees.
The charter of the Audit Committee was last amended and restated on December 17, 2019.21, 2021. (The charter is available on the Corporate Governance Web Page:http:https://www.teledyne.com/about-us/corporate-information)who-we-are/corporate-governance). The Audit Committee charter provides that our senior internal auditing executive reports directly and separately to the Chair of the Audit Committee and the Chairman, President and Chief Executive Chairman.Officer. As required by the charter, our Audit Committee also has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters. See “Corporate Governance — Sarbanes-Oxley Disclosure Committee” at page 7.
The Audit Committee meets the size, independence and financial sophistication and expertise requirements of the NYSE, including the enhanced independence requirements for Audit Committee members under Exchange Act Rule 10A- 3. The Board of Directors has determined that Simon M. Lorne is an “audit committee financial expert” within the meaning of the SEC regulations and all of the members are “independent” and “financially literate” under the NYSE listing standards. Our Corporate Governance Guidelines and Audit Committee Charter provide that no director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. Any such determination must be disclosed in the annual Proxy Statement. None of our Audit Committee members serve on more than two other audit committees of public companies. Besides our Audit Committee, Mr. Smith simultaneously serves on the audit committeeeach of two other public companies andMs. Singleton, Ms. Kumbier, Mr. Malone and Ms. Sherburne simultaneously serves on the audit committee of one other public company.
The report of the Audit Committee is included under “Item 2 on Proxy Card — Ratification of Appointment of Independent Registered Public Accounting Firm” at page 23.31.
Nominating and Governance Committee
The members of the Nominating and Governance Committee are:
Michael T. Smith, Chair
Denise R. Cade (since July 23, 2019)
Roxanne S. Austin
Charles Crocker
Simon M. Lorne
Paul D. MillerDenise R. Singleton
Wesley W. von Schack
The Nominating and Governance Committee held four meetings in 2019.2021.
The Nominating and Governance Committee undertakes to:
Identify individuals qualified to become members of the Board of Directors and to make recommendations to the Board of Directors with respect to candidates for nomination for election at the next Annual Meeting of stockholders or at such other times when candidates surface or are proposed and, in connection therewith, consider suggestions submitted by our stockholders.
Develop and recommend to the Board of Directors corporate governance guidelines.
Determine and make recommendations to the Board of Directors with respect to the criteria to be used for selecting new members of the Board of Directors.
Oversee the annual process of evaluation of the performance of our Board of Directors and committees.
Make recommendations to the Board of Directors concerning the membership of committees of the Board and the chairpersons of the respective committees.
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Committees of Our Board of Directors(continued)
Make recommendations to the Board of Directors with respect to the remuneration paid and benefits provided to members of the Board in connection with their service on the Board or on its committees.
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Committees of Our Board of Directors (continued)
Administer our formal compensation programs for directors, including the Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related toNon-Employee Director Restricted Stock Unit Awards and Fees.
Make recommendations to the Board of Directors concerning the composition, organization and operations of the Board of Directors and its committees, including the orientation of new members and the flow of information.
Evaluate Board and committee tenure policies, as well as policies covering the retirement or resignation of incumbent directors.
Review and evaluate our policies and practices and monitor our efforts in areas of legal and social responsibility, diversity and sustainability, and when appropriate report and make recommendations to the Board of Directors with respect to such policies and procedures and efforts.
Identify and report to the Board of Directors current and emerging trends with respect to political, social, diversity, sustainability, and public policy issues that may affect the business operations, performance or public image of the corporation.
Review with the Company’s General Counsel policies, notices, reports or inquires related to compliance with environmental laws, the health and safety of employees and climate change.
Evaluate proposals of stockholders intended to be presented at stockholder meetings.
Make recommendations to the Board of Directors as to whether to accept or reject a director resignation, or take other action, where a director fails to receive a majority vote as specified under our Amended and Restated Bylaws and Corporate Governance Guidelines.
The charter of the Nominating and Governance Committee was last amended and restated on December 18, 2019. The members of the Nominating and Governance Committee are “independent” under the NYSE listing standards. (The charter is available on the Corporate Governance Web Page:http:https://www.teledyne.com/about-us/corporate-information)who-we-are/corporate-governance).
The Nominating and Governance Committee will consider stockholder recommendations for nominees for director. Any stockholders interested in recommending a nominee should follow the procedures outlined in “Other Information — 20212023 Annual Meeting and Stockholder Proposals” at page 70.88. Stockholder recommendations for nominees will be given the same consideration as nominees for director from other sources.
The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating all nominees for directors. The Committee periodically assesses the appropriate size of the Board and whether vacancies on the Board are expected due to retirement, change in professional status or otherwise. Candidates may come to the attention of the Committee through current Board members, members of our management, stockholders and other persons. The Committee to date has not engaged a professional search firm. Candidates are evaluated at meetings of the Committee and the Board and may be considered at any point during the year.
As stated in the Corporate Governance Guidelines, nominees for director are to be selected based on, among other criteria, experience, knowledge, skills, expertise, integrity, diversity, ability to make analytical inquiries, understanding of or familiarity with our business, products or markets or similar business, products or markets, and willingness to devote adequate time and effort to Board responsibilities. The Committee may establish additional criteria and is responsible for assessing the appropriate balance of criteria required of Board members. Although we do not have a written policy with respect to Board diversity, the Nominating and Governance Committee and the Board believe that a diverse board leads to improved Company performance by encouraging new ideas, expanding the knowledge base available to management and fostering a boardroom culture that promotes innovation and vigorous deliberation. Consequently, when evaluating potential nominees, the Committee considers individual characteristics that may bring diversity to the Board, including gender, race, national origin, age, professional background, unique skill sets and areas of expertise. As part of its charter mandate, the Nominating and Governance Committee monitors our efforts in areas of diversity and keeps abreast of current and emerging trends with respect to diversity issues that may affect our business operations, performance or public image.
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Committees of Our Board of Directors(continued)
Personnel and Compensation Committee
The members of the Personnel and Compensation Committee are:
Charles Crocker, Chair
Roxanne S. AustinMichelle A. Kumbier, Vice Chair
Kenneth C. Dahlberg
Robert A. Malone
Vincent J. Morales
Jane C. Sherburne
Wesley W. von Schack
The Personnel and Compensation Committee held five meetings in 2019.2021 and acted by written consent once.
The Personnel and Compensation Committee’s principal authority and responsibilities include:
Make recommendations to the Board of Directors concerning executive management organization matters generally.
In the area of compensation and benefits, make recommendations to the Board of Directors concerning employees who are also directors, review and approve the corporate goals and objectives relevant to the Executive Chairman, President and Chief Executive Officer and other executive officer compensation, evaluate Executive Chairman, President and Chief Executive Officer and other executive officer performance in light of those goals and objectives, and determine and approve all compensation of the Executive Chairman, President and Chief Executive Officer and other executive officers based on this evaluation.
Periodically, and when appropriate, review and approve the following as they affect the Executive Chairman, President and Chief Executive Officer and other executive officers: (a) any employment agreements and severance arrangements; (b) anychange-in-control agreements andchange-in-control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits for the Executive Chairman, thePresident and Chief Executive Officer, and other executive officers and individuals who formerly served as Chief Executive Officer and executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
Oversee the Company’s compliance with the requirement under the NYSE rules that, with limited exceptions, require stockholder approval for equity compensation plans.
Subject to such stockholder approval, or as otherwise required by applicable law, establish, amend and, where appropriate, terminate incentive compensation plans, equity-based plans, benefit plans, and other bonus arrangements for the Company; and pursuant to the terms of such plans, as may at the time be in effect, administer such plans and make appropriate interpretations and determinations and take such actions as shall be necessary or desirable thereunder, including approval of awards granted pursuant to such plans and repurchase of securities from terminated employees.
Make recommendations to the Board of Directors concerning policy and procedures relating to employee benefits and employee benefit plans, including incentive compensation plans and equity-based plans and applicable clawback provisions.
Oversee our formal incentive compensation programs, including equity-based plans.
Make recommendations to the Board of Directors concerning matters relating to stockholder votes on executive compensation and the frequency of those votes.
While reviewed annually,Report to the Board on succession planning, including plans for interim succession for the Chief Executive Officer in the event of an unexpected occurrence.
The charter of the Personnel and Compensation Committee was last amended and restated on December 18, 2018.21, 2021. (The charter is available on the Corporate Governance Web Page:http:https://www.teledyne.com/about-us/corporate-information)who-we-are/corporate-governance). The members of the Personnel and Compensation Committee are “independent” under the NYSE listing standards.
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Committees of Our ExecutiveBoard of Directors (continued)
Our Chairman, President and Chief Executive Officer workworks with the Personnel and Compensation Committee Chair, our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary and our Vice President of Human Resources in establishing the agenda for the Committee and together make compensation recommendations for the named executives (other than themselves). The Personnel and Compensation Committee’s Chair reports the committee’s recommendations on executive compensation to the Board. The
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Committees of Our Board of Directors(continued)
Personnel and Compensation Committee has the authority, under its charter, to obtain advice and assistance from internal or external legal, accounting or other advisors. The Personnel and Compensation Committee has the sole authority and resources to retain and terminate any compensation consultant to be used to assist in the evaluation of the Executive Chairman’s, theChairman, President and Chief Executive Officer’s or other executive officers’ compensation and has sole authority to approve the consultant’s fees and other retention terms. As discussed below under “Compensation Discussion and Analysis,” the Committee retained Exequity LLP to assist the Committee in fulfilling its responsibilities in 2019.2021. The Personnel and Compensation Committee may delegate its responsibility to control and manage the plan assets of our employee benefit plans. In addition, under the terms of our stock incentive plans, the Personnel and Compensation Committee may delegate certain powers and authority under the stock incentive plan as it deems appropriate to a subcommittee and/or designated officers and, as discussed below under “Compensation Discussion and Analysis,” the Personnel and Compensation Committee has made a limited delegation of authority to our Chairman, President and Chief Executive ChairmanOfficer to grant stock options pursuant to this authority.
The report of the Personnel and Compensation Committee is included under “Executive and Director Compensation” at page 51.63.
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Item 2 on Proxy Card — Ratification of Appointment of
Deloitte & Touche LLP as the Company’s Independent
Registered Public Accounting Firm
The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020.2021. Deloitte & Touche LLP has served as our independent registered public accounting firm effective May 1, 2015. The Audit Committee believes that Deloitte & Touche LLP is knowledgeable about our operations and accounting practices and is well qualified to act in the capacity of independent registered public accounting firm. The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 20202022 is subject to the continued approval of the Audit Committee.
Although the appointment of an independent registered public accounting firm is not required to be approved by the stockholders, the Audit Committee and the Board of Directors believe that stockholders should participate in such selection through ratification. The proposal to ratify the Audit Committee’s appointment of Deloitte & Touche LLP will be approved by the stockholders if it receives the affirmative vote of a majority of the shares cast on the proposal by holders present in personvirtually or represented by proxy at the meeting. Unless otherwise instructed, the individuals named as proxies in the proxy card will vote each proxy received by them in favor of ratifying the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2020.2022. If you specifically abstain from voting on the proposal, your shares will not affect the outcome of the vote. Brokernon-votes, if any, are included in determining the presence of a quorum at the Annual Meeting but will not be counted as being entitled to vote on the proposal and will not affect the outcome of the vote. If the stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment of Deloitte & Touche LLP as an independent registered public accounting firm. Notwithstanding the ratification of Deloitte & Touche LLP as our independent auditors, the Audit Committee, in its discretion, may direct the appointment of new independent auditors at any time during the year if the Audit Committee believes that such a change would be in the best interests of Teledyne and its stockholders. It is expected that representatives of Deloitte & Touche LLP will be present at the meeting and will have an opportunity to make a statement and respond to appropriate questions.
The Board of Directors Recommends
a Vote FOR Ratification of the Appointment
of Deloitte & Touche LLP as the
Company’s Independent Registered Public Accounting Firm.
Fees Billed by Independent Registered Public Accounting Firm
The following table sets forth fees billed by Deloitte & Touche LLP for professional services rendered for the 20192021 fiscal year and for the 20182020 fiscal year (in thousands). The increase in fees in 2021 compared to 2020 primarily related to fees for professional services related to our acquisition of FLIR Systems, Inc. (“FLIR”).
2021 | 2020 | |||||||||||||||
2019
|
2018
| |||||||||||||||
Total Audit Fees(1)
| $
| 4,040.3
|
| $
| 4,966.2
|
| $ | 7,701.9 | $ | 4,346.6 | ||||||
Total Audit-Related Fees(2)
|
| 24.2
|
|
| 25.9
|
| 14.0 | 14.0 | ||||||||
Tax Fees(3)
|
| 1,445.2
|
|
| 1,273.9
|
| 2,203.6 | 1,325.7 | ||||||||
All Other Fees
|
| —
|
|
| —
|
| — | — | ||||||||
Total | $ | 5,509.7 |
| $ | 6,266.0 |
| $ | 9,915.5 | $ | 5,686.3 | ||||||
(1) | Aggregate fees billed for professional services rendered for the audit of our annual financial statements and internal control pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, for professional services rendered for the FLIR acquisition, for statutory audits of certain subsidiaries, for the reviews of financial statements included in our quarterly reports on |
Form 10-Q and accounting consultations on matters reflected in the financial statements. |
(2) | Fees primarily related to environmental financial assurances services. |
(3) | Tax fees related to U.S. Federal and State tax compliance services and tax advisory services for our foreign |
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Item 2 on Proxy Card — Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm(continued)
Guidelines Regarding External Auditing Firms
Our Audit Committee has adopted guidelines relating to the rendering of services by external auditors. The principal terms are as follows:
Pre-Approval of Audit Services. The guidelines require the approval of the Audit Committee prior to retaining any firm to perform any Audit Services. “Audit Services” include the services necessary to audit our consolidated financial statements for a specified fiscal year and the following audit and audit-related services: (a) Statement on Auditing Standards No. 71 quarterly review services; (b) regulatory and employee benefit plan financial statement audits; and (c) compliance and statutory attestation services for our subsidiaries. Subject to limited exceptions, the policies further provide that the Audit Committee mustpre-approve the engagement of our independent registered public accounting firm to provide any services other than Audit Services. The Chair of the Audit Committee may, however,pre-approve the engagement of our independent registered public accounting firm for suchnon-audit services to the extent the fee is reasonably expected to be less than $150,000.Pre-approval will not be required for de minimis services if (i) the costs of such services in the aggregate are less than $150,000 or 5% of the total fees of our independent registered public accounting firm, whichever is lesser during such fiscal year, (ii) such services were not recognized by us at the time of the engagement to benon-audit services; and (iii) such services are promptly and subsequently approved by the Audit Committee or the Chair of the Audit Committee (if reasonably expected to be less than $150,000 or 5% of the total fees of our independent registered public accounting firm, whichever is lesser) prior to completion of the audit.
Executive Relationship Limitation. The guidelines provide that no firm shall perform for us any Audit Service if the Company’s Chief Executive Officer, Chief Financial Officer, Controller, or Chief Accounting Officer, or any person serving in an equivalent position for the Company, was employed by that firm and participated in any capacity in the Company’s audit during theone-year period preceding the date of the initiation of the audit.
Non-Audit Services Limitations. If the fee for anynon-audit services is reasonably expected to be $350,000 or more, we must seek at least one competing bid from another firm prior to engaging our independent registered public accounting firm, unless there are exceptional circumstances or if it relates to the public offering of our securities. Management will determine whether awarding the assignment to our independent registered public accounting firm would be advantageous to us because our independent registered public accounting firm could utilize its deeper knowledge of the Company to do a more efficient and effective job than another provider of services or could perform the services for a lower fee. While price will be a factor in evaluating competing proposals, professional competence, client service and experience in handling similar matters are also key factors. Prior to retaining our independent registered public accounting firm to perform services other than Audit Services, management will consider whether such retention could impair our independent registered public accounting firm’s independence.
The guidelines prohibit us from engaging our independent registered public accounting firm to perform any of the followingnon-audit services or other services that the Public Company Accounting Oversight Board determines by regulation to be prohibited: bookkeeping or other services related to accounting records or financial statements; financial information systems design and implementation; appraisal or valuation services, fairness opinions, orcontribution-in-kind reports; actuarial services; internal auditing outsourcing services; management functions or human resources; broker or dealer, investment advisor, or investment banking services; individual tax services to executivesexecutives; roles that involve financial reporting responsibility; or legal services and expert services unrelated to the audit.
Hiring Limitation. To avoid appearances of conflicts of interest, we will not hire before aone-yearcooling-offone-year cooling-off period into either a finance function or an audit function personnel of our independent registered public accounting firm who are at the level of partner, principal or manager if such person worked on the audit of our consolidated financial statements during the fiscal year just ended or if such person is working on the audit of our consolidated financial statements for the current fiscal year.
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Item 2 on Proxy Card — Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm(continued)
Audit Partner Rotation. The guidelines provide that neither the lead or coordinating partner of our independent registered public accounting firm having primary responsibility for our audit, nor the partner responsible for reviewing our audit, shall perform Audit Services for the Company for more than five consecutive fiscal years. An audit director can perform Audit Services for up to seven consecutive fiscal years.
On a quarterly basis in executive session, our independent registered public accounting firm reviews with the Audit Committee all audit,non-audit and tax services it provides to us. For 2019,2021, all audit andnon-audit services rendered by our independent registered public accounting firm werepre-approved in accordance with our policies.
In making its recommendation to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 20192022 fiscal year, the Audit Committee considered whether the provision ofnon-audit services by Deloitte & Touche LLP is compatible with maintaining Deloitte & Touche LLP’s independence.
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The following report of the Audit Committee is included in accordance with SEC rules and regulations. It does not constitute “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference into any of our filings under the Exchange Act.
Report of the Audit Committee
The following is the report of the Audit Committee with respect to the audited financial statements for the fiscal year ended December 29, 2019January 2, 2022 (the “Financial Statements”) of Teledyne Technologies Incorporated and its consolidated subsidiaries (the “Company”).
The responsibilities of the Audit Committee are set forth in the Audit Committee Charter, as amended and restated as of December 17, 2019,21, 2021, which has been adopted by the Board of Directors. The Audit Committee is comprised of sixeight directors. The Company’s Board of Directors has determined that each of the members of the Audit Committee is independent in accordance with the applicable rules of the New York Stock Exchange. The Board of Directors has also determined that at least one director has “financial management expertise” under New York Stock Exchange listing standards and that Simon M. Lorne is an “audit committee financial expert” within the meaning of the Securities and Exchange Commission regulations.
Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the Company’s internal controls and financial reporting process and the procedures designed to assure compliance with accounting standards and applicable laws and regulations. Deloitte & Touche LLP (“Deloitte & Touche”), the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s Financial Statements and expressing an opinion as to their conformity with generally accepted accounting principles. The Audit Committee reviewed and discussed the Company’s Financial Statements with management and Deloitte & Touche and discussed with Deloitte & Touche the matters required to be discussed by the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee has received written disclosures and the letter from Deloitte & Touche required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche’s communication with the Audit Committee concerning independence and has discussed with Deloitte & Touche its independence.
The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not, and do not represent themselves to be, performing the functions of auditors or accountants. Members of the Audit Committee may rely without independent verification on the information provided to them and on the representations made by management and Deloitte & Touche. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s auditors are in fact “independent”.“independent.”
Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Financial Statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 29, 2019,January 2, 2022, for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors:
Simon M. Lorne, Chair
Denise R. Cade
Kenneth C. Dahlberg
Michelle A. Kumbier
Robert A. Malone
Paul D. MillerVincent J. Morales
Jane C. Sherburne
Denise R. Singleton
Michael T. Smith
February 18, 202022, 2022
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Item 3 on Proxy Card — Advisory Resolution on
Executive Compensation
In accordance with Section 14A of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking stockholders to approve on an advisory basis a resolution on the Company’s executive compensation as reported in this Proxy Statement. As described below in the “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation program is designed to attract and retain high quality executives and to align the interest of management with the interests of stockholders by rewarding both short- and long-term performance.
2019 was another record year for Teledyne. Highlights included:
Record sales were over $3.16 billion and increased 9% compared with 2018;
Record GAAP earnings per diluted share were $10.73, an increase of 19.1% compared with 2018;
Record GAAP operating margin was 15.5% an increase of 119 basis points from 2018; and
Record cash provided by operating activities of $482.1 million.
We urge stockholders to read the “Compensation Discussion and Analysis” below, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narratives which provide detailed information on the compensation of our named executives. The Personnel and Compensation Committee believes that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executives reported in this Proxy Statement has supported and contributed to the Company’s success.
We are asking stockholders to approve the following advisory resolution at the 20202022 Annual Meeting:
RESOLVED, that the compensation paid to the Company’s named executives during 2019,2021, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 20202022 Annual Meeting of Stockholders, is hereby APPROVED, on an advisory basis.
This advisory resolution, commonly referred to as a “say on pay” resolution, is not binding on the Board of Directors or the Company. Althoughnon-binding, the Board and the Personnel and Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program.
The proposal to adopt the advisory resolution set forth above will be approved by the stockholders if it receives the affirmative vote of a majority of the shares cast by those holders present in personvirtually or represented by proxy at the meeting. If you sign and return your proxy card, your shares will be voted (unless you indicate to the contrary) to approve the advisory resolution. If you specifically abstain from voting on the proposal, your shares will not affect the outcome of the vote.
Following the 2017 Annual Meeting of Stockholders, our Board of Directors voted to hold a vote on this advisory “say on pay” resolution on an annual basis. Therefore, we currently expect our next say on pay proposal (after the vote on this Item 3) will be held at our next annual meeting in 2021,2023, although the Board of Directors may decide to modify this practice.
The Board of Directors Recommends
a Vote FOR Approval of the Advisory Resolution
on Executive Compensation.
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 27
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 35 |
We know of no business that may be presented for consideration at the meeting other than the three action items indicated in the Notice of Annual Meeting. If other matters are properly presented at the meeting, including a proposal to adjourn or postpone the meeting, the persons designated as proxies in your proxy card may vote at their discretion.
Following adjournment of the formal business meeting, Dr. Robert Mehrabian, Executive Chairman, and Aldo Pichelli, President and Chief Executive Officer, will address the meeting and will hold a general discussion period during which the stockholders will have an opportunity to asksubmit questions about our Company and businesses. Questions will be answered after the meeting by following up directly with the stockholder of record or the registered beneficial owner.
Five Percent Owners of Common Stock
The following table sets forth the number of shares of our common stock owned beneficially by each person or entity known to us to own beneficially more than five percent of our outstanding common stock. As of February 15, 2020,14, 2022, we had received notice that the individuals and entities listed in the following table are beneficial owners of five percent or more of our common stock. In general, “beneficial ownership” includes those shares that a person or entity has the power to vote or transfer, and options to acquire common stock that are exercisable currently or within 60 days. As of February 15, 2020,14, 2022, we had 36,630,02246,746,100 shares outstanding.
Name and Address of Beneficial Owner |
Amount and |
Percent of Class |
Amount and Nature of Beneficial Ownership |
Percent of Class | ||||||||||||||||
T. Rowe Price Associates, Inc. | ||||||||||||||||||||
100 E. Pratt Street Baltimore, MD 21202 | 5,952,763 | (1) | 12.7 | % | ||||||||||||||||
The Vanguard Group, Inc. | ||||||||||||||||||||
100 Vanguard Blvd Malvern, PA 19355 | 5,034,477 | (2) | 10.7 | % | ||||||||||||||||
BlackRock, Inc. | ||||||||||||||||||||
55 East 52nd Street, New York, NY 10022
| 5,487,426 | (1) | 15.0 | % | 3,887,842 | (3) | 8.3 | % | ||||||||||||
The Vanguard Group, Inc. | ||||||||||||||||||||
100 Vanguard Blvd Malvern, PA 19355 | 3,341,461 | (2) | 9.1 | % |
1. | Based on an amendment to Schedule 13G filed with the SEC by |
2. | Based on an amendment to Schedule 13G filed with the SEC by The Vanguard Group, Inc. on February 10, 2022, reporting shared voting power |
|
3. | Based on an amendment to Schedule 13G filed with the SEC by BlackRock, Inc. on February 3, 2022, reporting that it has sole voting power with respect to 3,451,971 shares, and sole dispositive power with respect to 3,887,842 shares. |
28 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
36 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Stock Ownership Information(continued)
The following table shows, as of February 15, 2020,14, 2022, the number of shares of common stock beneficially owned by (i) our directors and executive officers named in the executive compensation tables, and (ii) our directors and Section 16 statutory officers as a group, including shares as to which a right to acquire ownership exists (for example, through the exercise of stock options) within the meaning of Rule13d-3(d)(1) under the Exchange Act. Certain shares beneficially owned by our officers and directors may be held in accounts with third party brokerage firms.
Beneficial Owner | Number of Shares | Percent of Class | Number of Shares | Percent of Class | ||||||||||||||||
Robert Mehrabian | 411,748 | (1) | * | |||||||||||||||||
Aldo Pichelli | 198,224 | (1) | * | 203,859 | (2) | * | ||||||||||||||
Robert Mehrabian | 353,255 | (2) | * | |||||||||||||||||
Susan L. Main | 74,008 | (3) | * | 82,402 | (3) | * | ||||||||||||||
Jason VanWees | 78,240 | (4) | * | 91,747 | (4) | * | ||||||||||||||
Edwin Roks | 32,348 | (5) | * | 49,196 | (5) | * | ||||||||||||||
Melanie S. Cibik | 61,902 | (6) | * | 65,644 | (6) | * | ||||||||||||||
Roxanne S. Austin | 24,026 | (7) | * | |||||||||||||||||
Denise R. Cade | — | (8) | * | |||||||||||||||||
Charles Crocker | 60,056 | (9) | * | 56,849 | (7) | * | ||||||||||||||
Kenneth C. Dahlberg | 36,833 | (10) | * | 25,652 | (8) | * | ||||||||||||||
Michelle A. Kumbier | 550 | (9) | * | |||||||||||||||||
Simon M. Lorne | 73,062 | (11) | * | 68,405 | (10) | * | ||||||||||||||
Robert A. Malone | 3,048 | (12) | * | 3,841 | (11) | * | ||||||||||||||
Paul D. Miller | 30,745 | (13) | * | |||||||||||||||||
Vincent J. Morales | — | (12) | * | |||||||||||||||||
Jane C. Sherburne | 5,625 | (14) | * | 6,418 | (13) | * | ||||||||||||||
Denise R. Singleton | 548 | (14) | * | |||||||||||||||||
Michael T. Smith | 54,471 | (15) | * | 65,656 | (15) | * | ||||||||||||||
Wesley W. von Schack | 13,926 | (16) | * | 12,719 | (16) | * | ||||||||||||||
All directors and executives as a group (19 persons) | 1,175,290 | (17) | 3.15 | % | 1,227,935 | (17) | 2.6% |
* | Less than one percent. |
1. | The amount includes |
|
The amount includes 69,518 shares held by the Pichelli Living Trust, of which Mr. Pichelli and his wife are trustees, and the Aldo Pichelli 2021 Trust. The amount also |
beneficial ownership of which is disclaimed. Mr. Pichelli retired on December 31, 2021. |
3. | The amount also includes 1,727 shares of unvested restricted stock subject to forfeiture, and 43,065 shares of our common stock underlying stock options exercisable within 60 days of February 14, 2022. Includes 1,332 shares acquired under Teledyne’s Employee Stock Purchase Plan based on information received as of January 25, 2022. Also includes 1,000 shares held jointly by Ms. Main’s spouse. |
4. | The amount includes |
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Stock Ownership Information(continued)
5. | The amount includes |
6. | The amount includes |
7. |
|
|
The amount includes 13,513 shares held by The Crocker Revocable Trust, Charles Crocker, Trustee, |
8. | The amount includes 17,652 shares held by the Dahlberg Family Trust, 8,000 shares of our common stock underlying stock options exercisable within 60 days of February 14, 2022. Does not include 288 unvested Restricted Stock Units. |
9. | The amount includes 162 vested Restricted Stock Units. Does not include 288 unvested Restricted Stock Units. |
10. | The amount includes |
11. | Does not include 288 unvested Restricted Stock Units. |
|
12. |
|
13. |
|
The amount includes 2,000 shares of our common stock underlying stock options exercisable within 60 days of February |
14. | The amount includes 195 vested Restricted Stock Units. Does not include 288 unvested Restricted Stock Units. |
15. | The amount includes |
16. | The amount includes an aggregate of 9,394 shares held by The von Schack revocable Trust and The Wesley von Schack Revocable Trust |
17. | This amount includes an aggregate of |
Phantom Shares. Prior to January 1, 2015,non-employee directors could elect to defer payment of up to 75% of their annual retainer fees and committee chair fees and 100% of their meeting fees under the Teledyne Technologies Incorporated Executive Deferred Compensation Plan (Deferred Compensation Plan).Non-employee directors could elect to have their deferred monies treated as though they are invested in our common stock (Teledyne Common Stock Phantom Fund). Deferrals to the Teledyne Common Stock Phantom Fund mirrored actual purchases of stock, but no actual stock is issued, and the award is settled in cash. There are no voting or other stockholder rights associated with the Teledyne Common Stock Phantom Fund. As of February 15, 2020,14, 2022, the following directors had the following number of phantom shares of common stock under the Deferred Compensation Plan: Charles Crocker — 451 phantom shares; Simon M. Lorne — 1,049 phantom shares; Paul D. Miller — 3,607 phantom shares; and Michael T. Smith — 7811,245 phantom shares.
30 TELEDYNE TECHNOLOGIES INCORPORATED|202038 TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement
Stock Ownership Information (continued)
Securities Authorized for Issuance under Equity Compensation Plans as of January 2, 2022
The following table summarizes information about our common stock that may be issued upon the exercise of options, warrant and rights under all of our equity compensation plans, as of January 2, 2022:
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(a) | Weighted-Average Exercise Price of Outstanding Options, Warrants or Rights(b) | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans [excluding securities reflected in column(a)] | ||||||||||||
Equity compensation plans approved by security holders: | |||||||||||||||
Amended and Restated 2008 Incentive Award Plan(1) | 131,441 | $ | 71.24 | — | |||||||||||
Amended and Restated 2014 Incentive Award Plan(2) | 1,662,416 | (3) | $ | 216.74 | (4) | 2,257,018 | (5) | ||||||||
Equity compensation plans not approved by security holders: | |||||||||||||||
Employee Stock Purchase Plan(6) | — | — | 1,000,000 | ||||||||||||
Total | 1,793,857 | $ | 206.08 | 3,257,018 |
(1) | No additional awards may be granted under the Amended and Restated 2008 Incentive Award Plan (2008 Plan). Any shares available under the 2008 Plan on the effective date of the 2014 Plan or that were subject to awards under the 2008 Plan that were forfeited or lapsed following the effective date of the 2014 Plan are automatically transferred to the Amended and Restated 2014 Plan. |
(2) | On April 26, 2017, the stockholders of Teledyne approved the amendment and restatement of the 2014 Incentive Award Plan, which increased the shares available by 2,500,000. |
(3) | Does not include (i) 35,059 shares of stock reserved for issuance under the 2018-2020 cycle of our PSP, of which 8,871 shares were issued as part of the second installment payment in February 2022; and (ii) 60,037 shares subject to restricted stock unit awards issued to employees and directors. |
(4) | Does not include the securities described in footnote (3) above, which do not have an exercise price. |
(5) | The number of shares available for future issuance (i) includes shares transferred from the 2008 Plan (see footnote (1) above); and (ii) assumes the issuance of (a) 35,059 shares of stock reserved for issuance under the 2018-2020 cycle of our PSP, of which 8,871 shares were issued as part of the second installment payment in February 2021; and (b) 60,037 shares subject to restricted stock unit awards issued to employees and directors. |
(6) | We maintain an Employee Stock Purchase Plan (commonly known as The Stock Advantage Plan) for eligible employees. It enables employees to invest in our common stock through automatic, after-tax payroll deductions, within specified limits. We add a 25% matching Company contribution up to $1,196 annually. Our contribution is currently paid in cash and the plan administrator purchases shares of our common stock in the open market. Historically, all shares used to fund the Employee Stock Purchase Plan have been purchased on the open market and no new shares have been issued. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 39 |
Executive and Director Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Personnel and Compensation Committee (referred to as the “Committee” in this CD&A) has made under those programs, and the factors considered in making those decisions. This CD&A focuses on the compensation of our Named Executive SummaryOfficers for 2021, who are listed below and 2019 Overviewappear in the Compensation Tables beginning on page 64.
The following individuals represented our named executive officers (“NEOs” or “named executives”) for 2021:
Name | Principal Position | |
Robert Mehrabian | Chairman, President and Chief Executive Officer | |
Aldo Pichelli | Retired President and Chief Executive Officer | |
Susan L. Main | Senior Vice President and Chief Financial Officer | |
Jason VanWees | Vice Chairman | |
Edwin Roks | Executive Vice President and President – Digital Imaging | |
Melanie S. Cibik | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
Our Compensation Objectives and Programs:Core Principles
Our objective with respect to executive compensation is to attract and retain executives of the highest quality and to align the interests of management with the interests of stockholders by rewarding both short- and long-term performance. To this end, we are guided by the following principles:
Pay for Performance | The majority of NEO pay is at-risk and performance-based: • Over 80% of our CEO’s 2021 pay was at-risk and/or tied to Company stock price • NEO pay is tied to metrics based upon return to stockholders over time and the Company’s operating performance, including results against long-term growth targets | |
Alignment with Stockholders | Our compensation programs align NEOs’ interests with those of our stockholders: • A majority of pay for our NEOs is tied to Company performance. • We maintain stock ownership guidelines for all NEOs. | |
Programs Drive Long-Term Growth | We invest in and reward talent with the greatest potential to drive the long-term growth of our Company, while holding NEOs accountable to the Company’s strategy and values |
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Compensation Discussion and Analysis (continued)
Checklist of Compensation Practices
What We Do | What We Don’t Do | |
✓Pay for performance. We align pay and performance, with the majority of NEO pay “at-risk” ✓Maintain conservative compensation risk profile. Performance incentive awards are capped and there will be no payout if minimum performance goals are not achieved ✓Peer-based, market-informed compensation. Base salaries and other components of NEO compensation are informed by external market conditions, including peer group data provided by independent compensation consultants, and are approved by the Committee, which consists entirely of independent directors ✓Limited perquisites. Perquisites are minimal, and in the case of Dr. Mehrabian is limited to a car allowance ✓Double-Trigger Provisions in the Event of a Change in Control. Include “double-trigger” change in control provisions in our NEOs’ severance agreements ✓Maintain Robust Stock Ownership Guidelines. We have stock ownership guidelines for key executive officers and directors ✓Company-adopted clawback policy. We have a formal policy related to the “clawback” of incentive compensation in the event of a material financial misstatement or in the event of fraud or criminal misconduct, and the Company’s Amended and Restated 2014 Incentive Award Plans contains “clawback” provisions regarding recoupment of compensation | No guaranteed variable compensation. We do not guarantee bonuses, or equity awards, outside of certain negotiated, one-time new hire situations (no such situations existed for NEOs in 2021) No upward exercise of discretion. We have not exercised discretionary upward adjustment to incentive awards for individuals who were NEOs as of the grant date of such award No discounting or repricing of underwater stock options. We have never re-priced stock options No short selling, hedging, or pledging of Company stock. Our insider trading policy prohibits short sales of our stock and pledging or hedging of Company stock by directors and all employees, including executive officers, in each case without prior advance approval from our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary No excise or other tax gross-ups to executives in the event of a change in control. We do not provide executive officers with tax gross-ups related to change in control |
Highlights of 2021 Performance and Stockholder Return
Acquisition of FLIR Systems, Inc. and Record Performance During 2021. We began 2021 with the announcement of our agreement to acquire FLIR Systems, Inc. (“FLIR”), our largest acquisition to date by far, in a cash and stock transaction valued at approximately $8.1 billion. The key componentsacquisition of FLIR, completed in May 2021, paved the way to Teledyne’s achievement of record sales, non-GAAP earnings per share, cash flow and non-GAAP operating margin in 2021.
Total Stockholder Return (TSR) Performance. The graph below shows Teledyne’s cumulative total stockholder return (i.e., price change plus reinvestment of dividends) on our common stock for the five fiscal years ending January 2, 2022, as compared to the Standard & Poor’s 500 Composite Index and the Standard & Poor’s 1500 Industrials. Teledyne is a stock component of the S&P 500. The graph assumes $100 was invested on December 31, 2016. In accordance with the rules of the SEC, this presentation is not incorporated by reference into any of our registration statements under the Securities Act.
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 41 |
Compensation Discussion and Analysis (continued)
Role of the Committee, Management, and Independent Compensation Consultant
The Committee reviews and administers the compensation for Dr. Mehrabian and Mr. Pichelli and other members of senior management, including the NEOs. In the case of Dr. Mehrabian and Mr. Pichelli, the compensation determinations made by the Committee are reviewed by the entire Board of Directors. The Committee is composed exclusively of independent directors that are deemed “non-employee directors” under Section 16 of the Exchange Act.
In 2021, the Committee retained Exequity LLP (“Exequity”), an independent compensation consultant, to assist the Committee in fulfilling its responsibilities. The services that Exequity performed for Teledyne were related to executive and director compensation and were primarily in support of decision-making by the Committee and, in the case of director compensation, the Nominating and Governance Committee. No other services were provided by Exequity for the Company during 2021. In January 2021, the Committee conducted a conflict-of-interest assessment of its retention of Exequity, and no conflicts of interest were identified. In reaching these conclusions, the Committee considered factors set forth in applicable rules promulgated by the SEC.
The Committee is charged with the review and approval of the corporate goals and objectives relevant to NEO compensation, evaluating the NEOs’ performance in light of those goals and objectives, and determining and approving all NEO compensation based on this evaluation. Dr. Mehrabian works with the Committee Chair and Vice Chair, our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary and the Vice President of Human Resources in establishing the agenda for the Committee and making compensation recommendations for the other NEOs (other than themselves).
2021 Executive Compensation Changes
Changes to executive compensation for 2021 were principally impacted by promotions and enhanced responsibilities associated with the FLIR acquisition, as well as with management changes made in connection with the resignation of Mr. Pichelli as Teledyne’s President and Chief Executive Officer, effective October 15, 2021, and subsequent retirement. Dr. Mehrabian, formerly our Executive Chairman, resumed his role as the Chairman, President and Chief Executive Officer of Teledyne, and Mr. VanWees, formerly Executive Vice President, was promoted to Vice Chairman, among other management promotions.
In August 2021, the Committee approved off-cycle adjustments to the compensation of NEOs and other executive officers as a result of promotions and enhanced responsibilities associated with the FLIR acquisition
42 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Compensation Discussion and Analysis (continued)
and the anticipated retirement of Mr. Pichelli as Teledyne’s President and Chief Executive Officer. The adjustments were effective October 15, 2021. In May 2021, adjustments were made to Dr. Roks’ compensation upon his promotion to Executive Vice President in connection with the acquisition of FLIR, which became part of the Digital Imaging segment under Dr. Rok’s management responsibility.
2021 Say-on-Pay Vote
At the Company’s 2021 Annual Meeting of Stockholders held on April 28, 2021, the non-binding advisory vote on executive compensation passed with an approval rate of over 96% of the votes cast. The Committee believes this level of stockholder support reflects a strong endorsement of our executive compensation program are reviewed annually for appropriatenesspolicies and includephilosophy and, as a balanced mix of short- and long-term compensation and cash and equity compensation.
Ourresult, did not change its approach to executive compensation program is performance-oriented and based onin 2021 as a mix of multiple metrics, financial targets and performance periods. Short-term cash compensation consists of competitive base salaries and short-term bonuses under the Annual Incentive Plan (AIP). The AIP is our annual performance-based cash bonus program that is designed to principally reward year-over-year profitable growth. Long-term compensation consists of stock options, performance-based restricted stock awards and a performance share program (PSP). Stock options vest over a three-year period and are intended to align executive compensation with absolute stock price appreciation. Performance-based restricted stock awards are intended to align executive compensation with total shareholder return relative to the Russell 1000 Index over a three-year performance period. The PSP is designed to reward executives for achieving profitable long-term growth and total shareholder return relative to the Russell 1000 Index over a three-year performance period. In addition, the PSP serves to reinforce long-term executive retention since payments under the PSP are subject to further service-based vesting requirements and made in three annual installments following the completionresult of the three-year performance cycle.say-on-pay vote result. The Committee will continue to consider the outcome of the Company’s “say on pay” votes when making future compensation decisions for the NEOs.
Components of 2021 Executive Compensation Program
The Committee determines compensation for our senior executives, at Teledyne is determined by the Personnel and Compensation Committee.including our NEOs. The Personnel and Compensation Committee sets target amounts for overall compensation and specific compensation components and determines the mix of short- and long-term compensation in part by benchmarking Teledyne’s pay against compensation at peer group companies. The Personnel and Compensation Committee also receives advice and assistance in setting compensation from an independentExequity. The below table shows the compensation consultant.
At the Company’s 2019 Annual Meeting of Stockholders held on April 24, 2019, thenon-binding advisory vote oncomponents applicable to 2021 executive compensation, passed with an approval rateall of over 98% ofwhich are reviewed at least annually by the votes cast. The Personnel and Compensation Committee believes this level of stockholder support reflects a strong endorsement of our executive compensation policies and philosophy and as a result did not change its approach to executive compensation in 2019. The Personnel and Compensation Committee will continue to consider the outcome of the Company’s “say on pay” votes when making future compensation decisions for the named executives.
Highlights of 2019 Performance:
2019 was another record year for Teledyne. Highlights included:Committee.
Record sales were over $3.16 billion and increased 9% compared with 2018;
Record GAAP earnings per diluted share were $10.73, an increase of 19.1% compared with 2018;
Record GAAP operating margin was 15.5% an increase of 119 basis points from 2018; and
Record cash provided by operating activities of $482.1 million.
Teledyne’s stock price increased 71.5% in fiscal 2019, compared to a total shareholder return of 26.5% for the Russell 2000 Index and 32.9% for the Russell 1000 Index. The graph below shows Teledyne’s cumulative total stockholder return (i.e. price change plus reinvestment of dividends) on our common stock for the five fiscal years ending December 29, 2019, as compared to the Standard & Poor’s 500 Composite Index, the
Component | Purpose | Design | ||
Base salary (cash) | Reflects the experience of the NEO and expected day-to-day contributions; amounts are supported by competitive market data | Designed to reward level of responsibility, experience, and market competitiveness | ||
Annual Incentive Plan | Short-term, at-risk pay designed to motivate achievement of annual performance goals in support of our strategic priorities and annual business plan | Payouts are based on achievement of pre-established performance metrics; designed principally to reward year-over-year growth and other operational objectives, with market-based targets set for NEOs | ||
Long-term incentive compensation (long-term equity and cash opportunities) | Long-term, at-risk pay designed to balance short-term at-risk pay, align the interests of executives with stockholders, support our strategic priorities and three-year strategic plan, encourage executive retention, and align our programs with market practices | Our NEOs receive long-term compensation opportunities in three parts: • Stock options, to reward solid business decisions that increase the stock price in alignment with the benefit realized by stockholders; • Performance-based restricted stock awards, which are intended to align NEO compensation with TSR relative to the S&P 500 over a three-year performance period; and • A cash-based performance plan to reward performance for achieving long-term growth targets set forth in our strategic plan and increases in TSR |
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Compensation Discussion and Analysis(continued)
Russell 2000 Index, the Standard & Poor’s 1500 Industrials and the Russell 1000 Index. The graph assumes $100 was invested on December 26, 2014. In accordance with the rules of the SEC, this presentation is not incorporated by reference into any of our registration statements under the Securities Act of 1933.
Summary of 2019 Executive Compensation:Base Salary
Teledyne’s named executives for 2019 are:
Aldo Pichelli, President and Chief Executive Officer;
Robert Mehrabian, Executive Chairman and our former Chairman and Chief Executive Officer;
Susan L. Main, Senior Vice President and Chief Financial Officer;
Jason VanWees, Executive Vice President;
Edwin Roks, Vice President and Group President, Digital Imaging — Teledyne DALSA and Teledyne e2v; and
Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.
On October 23, 2018, the Board of Directors of Teledyne named Dr. Mehrabian, the then-current Chairman and Chief Executive Officer of Teledyne, as Executive Chairman, and Mr. Pichelli, the then-current President and Chief Operating Officer of Teledyne, as President and Chief Executive Officer, in each case effective January 1, 2019. Dr. Mehrabian’s employment contract then in effect was amended and restated and, in connection with this amendment and restatement, his term was extended through December 31, 2023. In addition, the Company and Mr. Pichelli entered into an employment agreement that provides for a three-year term which began on January 1, 2019 and ends on December 31, 2021.
With input from its independent compensation consultant, the Personnel and Compensation Committee set target totalBase salary is fixed cash compensation delivered in return for each of Dr. Mehrabianday-to-day job responsibilities, leadership skills and Mr. Pichelli below the market medianexperience. The Committee annually reviews base salaries for total cash compensation for chief executive officers, starting in 2020. Dr. Mehrabian’s previous employment agreement would have expired on December 31, 2019. The amended employment agreement with Dr. Mehrabian provides him with the same compensation through December 31, 2019 as was provided in his prior agreement, and contemplates lower overall total compensation for Dr. Mehrabian beginning in 2020, subject to the ability of the Personnel and Compensation Committee to provide for higher compensation in its discretion.
32 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Compensation Discussion and Analysis(continued)
Base Salaries:
Base salaries are generally reviewed and set by the Personnel and Compensation Committeeour NEOs in October of each year. In connection with his appointment as Executive Chairman and pursuant to his employment agreement, Dr. Mehrabian’s base salary remained unchanged in 2019. In connection with his promotion to President and Chief Executive Officer and pursuant to his employment agreement, Mr. Pichelli’s base salary increased 40% in 2019. Also in connection with his promotion to Executive Vice President, Mr. VanWees’ base salary increased by 11% in 2019. Dr. Roks received a 14% increase in base salary in 2019 in recognition of the growth in the Digital Imaging segment and his increased responsibilities. The base salaries of Ms. Main and Miss Cibik both increased by 3% in 2019.
Annual Incentives:
On average, actual payouts of the 2019 AIP awards for the named executives were 3% lower than 2018 payout amounts for named executives (and 17% lower when excluding the two named executives who received promotions effective in 2019), and the corporate performance component of the plan was earned at 117.8% of the 2019 target. Mr. Pichell’s payout of his 2019 AIP award was 23% higher than the payout for his 2018 AIP award due to his promotion to President and Chief Executive Officer, which resulted in a higher base salary and AIP target percentage. Dr. Mehrabian’s payout of his 2019 AIP award was 14% lower than the payout for his 2018 AIP award. The lower payouts in general, despite the record results for 2019, reflected the challenges in outperforming the higher AIP targets set by the Personnel and Compensation Committee for 2019, including the performance of one component of the award, managed working capital, being weighted at zero percent achieved.
Long-Term Incentives:
Awards Issued
In January 2019, the Personnel and Compensation Committee approved the grant of performance-based restricted stock at levels consistent with prior award levels.
The Personnel and Compensation Committee also approved the grant of stock options in January 2019 at levels consistent with prior awards.
Awards Earned
During the three-year period ended December 31, 2019, Teledyne’s stock price growth was 229.7% of the growth in the Russell 2000 Index for the same period. As a result, on the third anniversary of the date of grant, January 24, 2020, participants in Teledyne’s performance-based restricted stock program vested in 100% of their 2017 restricted stock awards, as the stock price growth target over the three-year performance period ended December 31, 2019 was satisfied. In addition, restrictions on 100% of the January 26, 2016 award lapsed on January 26, 2019, since the performance of our stock price was 175.8% of that of the Russell 2000 for the three-year period ended December 31, 2018.
On December 20, 2019, the final tranche of Dr. Mehrabian’s restricted stock unit award granted on December 16, 2016, consisting of 5,348 restricted stock units, vested.
Commitment to Best Practices:
The Personnel and Compensation Committee periodically reviews its compensation policies and practices considering best practicesyear and makes appropriate adjustments when necessary.
Teledyne seeks to develop pay programs that are reflective of good corporate governance. Among other things:
we do not guarantee bonuses, or equity awards, outside of certain negotiated,one-time new hire situations (no such situations existed for named executives in 2019);
we do not exercise discretionary upward adjustment to incentive awards for individuals who were named executives as of the grant date of such award;
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 33
Compensation Discussion and Analysis(continued)
base salaries and other components of compensation are informed by external market conditions, including peer group data provided by independent compensation consultants, and are approved by the Personnel and Compensation Committee, which consists entirely of independent directors;
performance incentive awards are capped and there will be no payout if minimum performance goals are not achieved;
executive perquisites that are generally not available to other employees are minimal — and in the case of our Executive Chairman and our President and Chief Executive Officer limited to a car allowance;
we have neverre-priced stock options;
our insider trading policy prohibits the pledging or hedging of company stock by directors and executive officers;
we have stock ownership guidelines for key executive officers and directors; and
we have a formal policy related to the “clawback” of incentive compensation in the event of a material financial misstatement or in the event of fraud or criminal misconduct.
Personnel and Compensation Committee
The Personnel and Compensation Committee reviews and administers the compensation for the Chief Executive Officer and Executive Chairman and other members of senior management, including the named executives. In the case of the Chief Executive Officer and the Executive Chairman, the compensation determination made by the Personnel and Compensation Committee is reviewed by the entire Board. The Personnel and Compensation Committee is composed exclusively ofnon-employee, independent directors that meet the approval requirements of 162(m) of the Internal Revenue Code and Section 16 of the Securities Exchange Act of 1934. The Personnel and Compensation Committee retained the compensation consultant Exequity LLP to assist the Personnel and Compensation Committee in fulfilling its responsibilities in 2019. The services that Exequity LLP performed for Teledyne were related to executive and director compensation and were primarily in support of decision-making by the Personnel and Compensation Committee and, in the case of director compensation, the Nominating and Governance Committee. No other services were provided by Exequity LLP for the Company. In January 2019 and again in January 2020, the Personnel and Compensation Committee conducted a conflict of interest assessment of Exequity LLP, and no conflicts of interest were identified resulting from retaining Exequity LLP. In reaching these conclusions the Personnel and Compensation Committee considered factors set forth in applicable rules promulgated by the SEC.
The Personnel and Compensation Committee has a written charter that delineates its responsibilities, a full copy of which is posted on our website atwww.teledyne.com under “Corporate Information — Governance”. Among other duties, the charter states that the Personnel and Compensation Committee shall review and approve the corporate goals and objectives relevant to the Chief Executive Officer and the Executive Chairman and other executive officer compensation, evaluate the Chief Executive Officer’s and the Executive Chairman’s and other executive officers’ performance in light of those goals and objectives, and determine and approve all compensation of the Chief Executive Officer and the Executive Chairman and other executive officers based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s and the Executive Chairman’s compensation, the Personnel and Compensation Committee considers corporate performance and shareholder return relative to the Russell 1000 Index, the value of similar incentive awards to Chief Executive Officers at comparable companies and the awards granted to the Chief Executive Officer and the Executive Chairman in past years. The charter also states that the Personnel and Compensation Committee will review and approve any employment agreements and severance arrangements, anychange-in-control agreements andchange-in-control provisions affecting any elements of compensation and benefits, and any special or supplemental compensation and benefits for the Chief Executive Officer and the Executive Chairman and executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
Our Chief Executive Officer and our Executive Chairman work with the Personnel and Compensation Committee Chair, our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary and the Vice President of Human Resources in establishing the agenda for the Personnel and Compensation Committee and makes compensation recommendations for the named executives (other than himself).
34 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Compensation Discussion and Analysis(continued)
Peer Group Comparisons
Our peer group that we use for comparative purposes is intended to be representative of companies of similar size to us in the industries in which we compete, specifically instrumentation, digital imaging, aerospace and defense electronics and systems engineering. Such peer group is not used for the purposes of the performance graph included in the “Executive Summary and 2019 Overview” section above and in our Annual Report. To provide benchmark data for those jobs not matched to positions in the peer group, data from other published survey sources was used as additional reference, including the Aon Hewitt Total Compensation Survey.
The peer group used to provide benchmark information for 2019 pay decisions was comprised of the following companies:
|
|
The Personnel and Compensation Committee reviews the peer group on an annual basis, with assistance from its independent compensation consultant. In 2019 we removed Esterline Technologies Corporation after it had been acquired by a third party and Actuant Corporation, which was an outlier in terms of market capitalization and revenue, and added Trimble, Inc., and National Instruments Corporation. The peer group as modified by the changes made in 2019 was referenced in determining 2020 executive compensation.
At the time our peer group was reviewed by the Personnel and Compensation Committee in 2019, our peer group contained companies having median annual revenues and market capitalizations of $2.7 billion and $6.6 billion, respectively. In 2019, Teledyne’s annual revenues were approximately $3.16 billion and its market capitalization as of end of 2019 was approximately $12.6 billion. In assessing executive compensation, the Personnel and Compensation Committee also reviews data collected from a broader industry group consisting of 112 companies to understand what an executive with comparable responsibility to a Teledyne executive would earn in the broader industry. The companies in the general industry group have annual revenues of between $1.6 billion and $6.0 billion and the general industry group excludes financial organizations.
Determining the Amount and Mix of Compensation
Our compensation program is designed to balance our need to provide our executives with incentives to achieve our short-term and long-term performance goals with the need to pay competitive base salaries. In October of each year the Personnel and Compensation Committee, with assistance from Exequity LLP, reviews and compares each named executive’s pay to various market data points for that named executive’s position. The Personnel and Compensation Committee is guided by market benchmark information in setting compensation levels and determining the mix of cash andnon-cash compensation. It typically aims to set pay at the 50th percentile, but this positioning may vary when appropriate based on an executive’s experience, tenure, criticality of role, and variancemarket competitiveness, driven primarily by feedback from Exequity. The Committee may also make periodic adjustments in pay from standard benchmarks. The Personnel and Compensation Committee will considerconnection with promotions or changes in responsibility as was the amount of prior salary increases, stock option grants and performance-based restricted stock grants as a factor in determining compensation for the current period.
The table below shows the competitive position of compensation in 2019 for each of our named executives. It reflects targeted total compensation in terms of percentage deviation from the peer group and general industry median for each of our named executives as presented to the Personnel and Compensation Committee in October 2019. For purposes of this review, the Personnel and Compensation Committee considers an
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 35
Compensation Discussion and Analysis(continued)
executive’s total targeted annual compensation to be the sum of current year base salary, target bonus levels, the aggregate fair value of stock options grantedcase during the fiscal year, the grant date fair value of performance-based restricted stock granted during the fiscal year and the target value of triennial PSP awards, annualized over three years. The analysis seeks to identify market levels of typical annual pay opportunity associated with normal pay programs. A consistent approach to quantifying pay opportunity is applied to peer companies and Teledyne to ensure accurate and meaningful comparisons. For purposes of this review, Dr. Mehrabian, as Executive Chairman, was benchmarked against chief executive officer positions.
Peer Group Median | General Industry Median | |||
Aldo Pichelli | -35% | -38% | ||
Robert Mehrabian | -2% | -7% | ||
Susan L Main | -6% | -6% | ||
Jason VanWees | +5% | -5% | ||
Edwin Roks | +7% | +19% | ||
Melanie S. Cibik | +14% | +13% |
The following table shows the allocation of 2019 compensation between base salary, estimated target bonus and estimated long-term compensation for Dr. Mehrabian, our Executive Chairman and Mr. Pichelli, our President and Chief Executive Officer, in 2019, and all other named executives as a group. It emphasizes our focus on variable, rather than fixed pay.
Robert Mehrabian | Aldo Pichelli | Other Named Executives | ||||
Base salary | 16% | 20% | 24% | |||
Estimated target bonus | 20% | 22% | 17% | |||
Estimated long-term compensation | 64% | 58% | 59% |
Base Salary2021.
Base salary for all management positionsNEOs generally will beis targeted at the industry/market median for comparable positions unless there are sound reasons, such as competitive factors for a particular executive’s skill set, for varying significantly from industry medians. The Personnel and Compensation Committee’s judgment will always be the guiding factor in base salary determinations, as well as any other compensation issue. The principal factors considered in decisions to adjust base salary are changes in compensation in our general industry and at our peer companies, our recent and projected financial performance, individual performance measured againstpre-established goals and objectives, criticality of the executive’s role, level of experience and market demand.
Please see 2021 Compensation Decisions for Named Executive Officers beginning on page 46 for 2021 base salary determinations for all of our NEOs.
Annual Incentive Plan Awards
Annual Incentive Plan (“AIP”) cash bonus awards are granted under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (the “Plan”). AIP award opportunities are expressed as a percentage of a participant’s base salary and based on the achievement of pre-defined performance measures, with up to a potential 200% of target payout in the case of significant over-achievement of such performance measures. No AIP bonus will be earned in any year unless operating profit is positive, after accruing for bonus payments, and operating profit is at least 75% of the operating plan, subject in each case to modification by the Committee. The majority of the AIP award is based on Teledyne’s achievement of certain financial performance goals, with a smaller portion tied to the achievement of pre-established individual goals.
For 2021, 40% of AIP awards were tied to the achievement of predetermined levels of operating profit, 25% to the achievement of predetermined levels of revenue, 15% to the achievement of predetermined levels of managed working capital as a percentage of revenue and 20% to the achievement of specified individual performance objectives. These predetermined levels may vary by business unit. In addition, per the Committee’s policy, downward (but not upward) discretionary adjustments are allowed with respect to AIP awards granted to NEOs. AIP awards are generally paid from a pool not to exceed 11% of operating profit, subject to modification by the Committee.
See 2021 Compensation Decisions for Named Executive Officers beginning on page 46 for details of the 2021 AIP awards paid to each of our NEOs.
Long-Term Incentive Compensation
The Company grants long-term incentive compensation to reward long-term performance and align the interests of employees, including the NEOs, with Company stockholders.
Long-term incentive compensation consists of three components: stock options, a three-year cash-based performance plan and a performance-based restricted stock award program. We believe that the incentives provided by our long-term incentive compensation programs are consistent with our compensation goals of employee retention, rewarding executives for long-term operating performance and incentivizing executives for long-term increases in our stock price, both in absolute terms and as compared to the broader market. We believe the three-year vesting or performance period of our long-term incentive compensation awards is consistent with market practice and our overall compensation objectives.
44 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Compensation Discussion and Analysis (continued)
Stock Options. Stock options provide our employees, including NEOs, with the opportunity to participate in stockholder value created as a result of stock price appreciation, which furthers our objective of aligning the interests of management with the interests of our stockholders.
All stock options granted are non-qualified stock options, vest ratably at a rate of one-third per year from the date of grant and have a term of ten years. A description of the treatment of stock options upon termination of employment can be found under the heading “Potential Payments Upon Termination or a Change in Control” on page 76 of this Proxy Statement.
Performance Program. Performance plan awards are intended to reward NEOs to the extent we achieve specific pre-established financial performance goals and provide a greater long-term return to stockholders relative to a broader market index. Forty percent of the award is based on the achievement of specified levels of income before taxes, 30% on the achievement of specified levels of revenue, and 30% on the achievement of specified levels of return to stockholders relative to the S&P 500. The performance award is expressed as a percentage of the participant’s base salary as of the date that the award is granted. Performance plan awards have a three-year performance period, with cash payouts, if any, made following the end of the three-year performance period.
Performance-Based Restricted Stock Award Program. The performance-based restricted stock award program provides for grants of performance-based restricted stock, generally each calendar year, to NEOs based on an aggregate fair market value equal to a percentage of each recipient’s annual base salary as of the date of the grant, unless otherwise determined by the Committee. The shares of restricted stock are subject to both time-based and performance-based restrictions. In general, the restricted period for each award of performance-based restricted stock extends from the date of the grant to the third anniversary of such date, with the restrictions lapsing in full on the third anniversary from the date of grant, subject to achievement of performance goals. Performance conditions are likewise measured on the third anniversary of the date of grant and compare Teledyne’s relative return to stockholders over the calendar three-year period to the S&P 500.
See 2021 Compensation Decisions for Named Executive Officers beginning on page 46 for details of the 2021 long-term incentive awards granted to each of our NEOs.
Peer Group Comparisons
Our peer group that we use for comparative purposes is intended to be representative of companies of similar size to us in the industries in which we compete, specifically: digital imaging, instrumentation, aerospace and defense electronics and systems engineering. Such peer group is not used for the purposes of the performance graph included in the “Executive Summary and 2021 Overview” section above and in our Annual Report. To provide benchmark data for those jobs not matched to positions in the peer group, data from other published survey sources was used as additional reference, including the Radford executive compensation survey.
The peer group used to provide benchmark information for 2021 pay decisions was comprised of the following companies:
Ametek Inc. Bruker Corporation Fortive Corporation Garmin Ltd. Howmet Aerospace Inc. IDEX Corporation Keysight Technologies, Inc. Mettler-Toledo International, Inc. | PerkinElmer, Inc. Roper Technologies, Inc. Teradyne Inc. TransDigm Group Incorporated Trimble, Inc. Waters Corporation Xylem, Inc. Zebra Technology Corporation |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 45 |
Compensation Discussion and Analysis (continued)
The Committee reviews the peer group on an annual basis, with assistance from Exequity. In July 2020, Teledyne removed Crane Co. and MOOG, Inc. from our peer group and added Fortive Corporation and Mettler-Toledo International, Inc. to our peer group. This group was used as Teledyne’s peer group in setting initial 2021 compensation for NEOs. In July 2021, as a result of the May 2021 closing of the FLIR acquisition, Teledyne removed FLIR Systems, Inc., CACI International Inc., Curtis-Wright Corporation, ITT, Inc., National Instruments Corporation and Woodward, Inc. from its peer group and added Garmin Ltd., Howmet Aerospace, Inc., Keysight Technologies, Inc., Roper Technologies, Inc., TransDigm Group Incorporated, Waters Corporation and Zebra Technologies Corporation to peer group. This group was used as Teledyne’s peer group in making executive compensation adjustments for NEOs in August and October 2021.
At the time our peer group was reviewed by the Committee in July 2021, our peer group contained companies having median revenues (trailing twelve months) and market capitalizations of $4.5 billion and $23.0 billion, respectively, compared with Teledyne’s revenues (trailing twelve months) and market capitalization of $5.0 billion and $19.7 billion, respectively. In assessing executive compensation, the Committee also reviews data collected from a broader industry group consisting of 1,156 companies to understand what an executive with comparable responsibility to a Teledyne executive would earn in the broader industry. The companies in the general industry group have annual revenues of between $3 billion and $10 billion and the general industry group excludes financial organizations.
2021 Compensation Decisions for Named Executive Officers
Our compensation program is designed to provide competitive levels of pay opportunity and align NEO pay with internal performance objectives and stockholder value creation, while motivating and retaining talent. In October of each year the Committee, with assistance from Exequity, reviews and compares each NEO’s pay to various market data points for that NEO’s position. The Committee is guided by market benchmark information in setting compensation levels and determining the mix of cash and non-cash compensation. It typically aims to set pay at the 50th percentile, but this positioning may vary when appropriate based on an executive’s experience, tenure, criticality of role, and variance in pay from standard benchmarks. The Committee will consider the amount of prior salary increases, AIP awards, and long-term equity grants as factors in determining compensation for the current period.
46 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Compensation Discussion and Analysis (continued)
The table below shows the competitive position of compensation in 2021 for each of our NEOs, other than Mr. Pichelli, who resigned as President and Chief Executive Officer effective October 15, 2021 and subsequently retired. It reflects targeted total compensation in terms of percentage deviation from the peer group and general industry median for each of our NEOs as presented to the Committee in October 2021. For purposes of this review, the Committee considered an executive’s total targeted annual compensation to be the sum of current year base salary, target bonus levels, the aggregate fair value of stock options granted during the fiscal year, the grant date fair value of performance-based restricted stock granted during the fiscal year and the target value of performance plan awards. The analysis seeks to identify market levels of typical annual pay opportunity associated with normal pay programs. A consistent approach to quantifying pay opportunities is applied to peer companies and Teledyne to ensure accurate and meaningful comparisons.
Peer Group Median | General Industry Median | |||
Robert Mehrabian | -1% | -4% | ||
Susan L. Main | -13% | -26% | ||
Jason VanWees | +7% | +13% | ||
Edwin Roks | -8% | +17% | ||
Melanie S. Cibik | +10% | +16% |
The following table shows the allocation of 2021 compensation among base salary, target AIP awards, and target long-term equity grants for Dr. Mehrabian, our Chairman, President and Chief Executive Officer, and all other NEOs as a group, other than Mr. Pichelli, following compensation adjustments that became effective in October 2021. We believe this allocation emphasizes our focus on variable, rather than fixed, pay.
Robert Mehrabian | Other Named Executives | |||
Base salary | 14% | 23% | ||
2021 AIP bonus (at target) | 21% | 18% | ||
2021 long-term compensation (at target) | 65% | 59% |
2021 Base Salary
Base salaries are generally reviewed and set by the Personnel and Compensation Committee in October of each year and general merit increases, if any, take effect in the first pay cycle of the following year. Base salaries are also reviewed at the time of a promotion or other changes in responsibilities. Base salaries are generally reviewedIn 2020, in light of economic uncertainties related to the COVID-19 pandemic and set byassociated reductions in force, the Personnel and Compensation Committee, in October of each year. upon management’s recommendation, decided to suspend the annual merit increase for 2021 for NEOs.
In connection with his appointment asthe FLIR acquisition in May 2021, Dr. Roks was promoted to Executive ChairmanVice President and pursuantthe Committee approved a corresponding increase to his employment agreement, Dr. Mehrabian’saggregate target compensation, including base salary. In August 2021, the Committee approved increases to the compensation, including base salary, remained unchangedof other NEOs in 2019. In connection with his promotion tomanagement changes made following Mr. Pichelli’s retirement as President and Chief Executive OfficerOffice and pursuantpromotions and enhanced responsibilities related to his employment agreement, Mr. Pichelli’s base salary increased 40%the acquisition of FLIR, in 2019. Also in connection with his promotioneach case effective as of October 15, 2021. The following table shows changes to Executive Vice President, Mr. VanWees’ base salary increased by 11% in 2019. Dr. Roks received a 14% increase in base salary in 2019 in recognition of the growth in the Digital Imaging segment and his increased responsibilities. TheNEO base salaries of Ms. Main and Miss Cibik increased by 3% in 2019.during 2021:
Name | 2021 Base Salary* | 2020 Base Salary | % Change* | |||
Robert Mehrabian | $1,100,000 | $900,000 | 22% | |||
Aldo Pichelli | $800,000 | $800,000 | — | |||
Susan L. Main | $530,000 | $479,000 | 11% | |||
Jason VanWees | $535,000 | $448,800 | 19% | |||
Edwin Roks | $550,000 | $459,000 | 20% | |||
Melanie S. Cibik | $480,000 | $437,300 | 10% |
36 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
* | All base salary increases were effective October 15, 2021, except for Dr. Roks’, which was effective May 14, 2021 upon the closing of the FLIR acquisition. |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 47 |
Compensation Discussion and Analysis(continued)
Short-Term Incentives
In January 2021, the Committee set AIP awards are cash bonusesaward opportunities based on the achievement ofpre-defined performance measures, with up to 200% of the target award paid in the case of significant over-achievement and no bonus paid if operating performance is below 75% of target. The majority of the awards are based on our achievement of financial performance goals, with a smaller portion tied to the achievement ofpre-established individual goals.
The AIP award is expressed as a percentage of the participant’s base salary as of the end of the plan year. The following schedule shows the award guidelines for the 2019 awards for named executives as a percentage of 2019 base salary:
AIP Award as a Percent of Salary | ||||||||
Participants |
Target | Maximum | Actual | |||||
Aldo Pichelli | 110% | 220% | 140% | |||||
Robert Mehrabian | 120% | 240% | 153% | |||||
Susan L. Main | 75% | 150% | 96% | |||||
Jason VanWees | 75% | 150% | 100% | |||||
Edwin Roks | 70% | 140% | 85% | |||||
Melanie S. Cibik | 60% | 120% | 77% |
The target and maximum percentages were the same as in 2018, except, pursuant to his employment agreement, Mr. Pichelli’s target increased from 100% to 110% and his maximum from 200% to 220%, and Mr. VanWees’ target increased from 60% to 75% and his maximum from 120% to 150%.
The AIP award is tied to the achievement of predetermined levels of income before taxes, revenue, managed working capital as a percentage of sales (MWC) and the achievement of specific individual performance goals. We chose income before taxes, revenue and MWC as the components of the award because we believe these measures are key objective indicators of our year-over-year financial performance. The use of revenue and income before taxes is designed to encourage profitable growth, while the use of MWC is designed to promote operational efficiency. (A lower MWC percentage represents greater operational efficiency than a higher one.) For segment executives, earnings before interest and taxes is used in place of income before taxes. Dr. Roks is our only named executive who is a segment executive.
The AIP components are weighted as follows for corporate executives:parameters:
Award Component |
Weighting | |||||
| 40% | |||||
| 25% | |||||
| 15% | |||||
Individual | 20% | |||||
Total | 100% | |||||
* | If adjusted income before taxes is below 75% of target, no AIP award will be earned, unless otherwise determined by the Committee. For purposes of determining actual income before taxes and revenue for the AIP, we adjust the amounts for intercompany sales and certain one-time events and tax items. |
Target amounts are typically derived from our business plan, which is presented to and approved by our Board of Directors in January of each year. Following the FLIR acquisition in May 2021, the Board updated the 2021 business plan to include Teledyne FLIR’s 2021 business plan, and the Committee approved updated AIP target amounts based on the revised business plan.
We chose adjusted income before taxes, adjusted revenue and MWC as the corporate performance components of the 2021 AIP award because we believe these measures are key objective indicators of our year-over-year financial performance. The use of adjusted revenue and adjusted income before taxes is designed to encourage profitable growth, while the use of MWC is designed to promote operational efficiency. (A lower MWC percentage represents greater operational efficiency than a higher one.) For segment executives, earnings before interest and taxes (EBIT) is used in place of income before taxes. All of our NEOs for 2021 are corporate executives, except that Dr. Roks is also the President of the Digital Imaging segment.
48 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Compensation Discussion and Analysis (continued)
Generally, AIP awards for corporate executivesNEOs are based on overall corporate results. For segment executives, such asincluding Dr. Roks, the award is based on a combination of corporate and segment results (which in the case of Dr. Roks’ award is based on combined results for the Teledyne DALSA and Teledyne e2v groups). Dr. Roks is our only named executive who is a segment executive.results. Each of the performance measures allows for participants to earn between zero and 200% of the target at threshold and maximum performance levels, with the overall weighting emphasizing profitable growth that exceeds our business plan. IncomeAdjusted income before taxes serves as an absolute threshold for the entire AIP: if adjusted income before taxes is below 75% of target, nothe entire AIP award will be earned.is forfeited, with no amount earned, unless otherwise determined by the Committee. Both
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 37
Compensation Discussion and Analysis(continued)
the adjusted income before taxes and adjusted revenue components are further weighted so that performance above the target is rewarded proportionally better than performance below the target, as more fully described below:
|
• If actual performance equals or exceeds 120% of target, the component is weighted by multiplying the percentage by • If actual performance is less than 75% of target, no amounts will be paid out and the • To the extent actual performance falls between 75% and 120% of target, the multiplying factor is adjusted proportionally | |
|
• If actual performance equals or exceeds 120% of target, the component is weighted by multiplying the percentage by • If actual performance is less than 67% of target, the component is given a weighting of 0%. • To the extent actual performance falls between 67% and 120% of target, the multiplying factor is adjusted proportionally | |
MWC |
• If actual performance is equal to or greater than 105% of target the component is weighted by multiplying the percentage by • If actual performance is equal to or less than 95% of target, the component is given a weighting of 0%. • To the extent actual performance falls between 95% and 105% of target, the multiplying factor is adjusted proportionally | |
Individual
|
Weighted proportionally on a scale of 0% to 200% |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 49 |
Compensation Discussion and Analysis (continued)
The following target AIP award opportunities were set and approved by the Committee for each NEO in January 2021. Increases in the AIP target percentage were made by the Committee effective May 14, 2021 (for Dr. Roks) and October 15, 2021 (for Dr. Mehrabian, Mr. VanWees, Ms. Main and Miss Cibik), in each case on a pro rata basis. Al Pichelli resigned as President and Chief Executive Officer effective October 15, 2021 and subsequently retired; therefore, his AIP payout was prorated accordingly.
AIP Award as a Percent of Salary
|
AIP Award as a Percent of Salary as Amended
| ||||||||||||||||||||||||
Participants | Target | Maximum | Target | Maximum | Actual* | ||||||||||||||||||||
Robert Mehrabian | 120 | % | 240 | % | 150 | % | 300 | % | 171.3 | % | |||||||||||||||
Aldo Pichelli | 110 | % | 220 | % | — | — | 127.7 | % | |||||||||||||||||
Susan L. Main | 75 | % | 150 | % | 80 | % | 160 | % | 114.0 | % | |||||||||||||||
Jason VanWees | 75 | % | 150 | % | 80 | % | 160 | % | 107.8 | % | |||||||||||||||
Edwin Roks | 75 | % | 150 | % | 80 | % | 160 | % | 116.3 | % | |||||||||||||||
Melanie S. Cibik | 60 | % | 120 | % | 75 | % | 150 | % | 95.5 | % |
* | AIP Award as a Percent of Salary was calculated based on each person’s year-end salary. |
The sum of the components, after being weighted for performance, is then multiplied by the executive’s target AIP award as a percent of base annual salary to arrive at the executive’s performance adjusted AIP percentage. The Personnel and Compensation Committee may make downward (but not upward) discretionary adjustments to this amount for awards granted to individuals who were named executivesNEOs as of the grant date of such award.
2021 AIP Corporate Performance Results
The tables below show income before taxes, revenue and MWC for 20192021 as compared to target amounts.
IncomeAdjusted income before taxes (in millions):
Target | Actual 2019 Results | 2019 Results as a Percentage of Target | Target | Actual 2021 Results | 2021 Results (% of Target) | |||||||||||||||||||
Teledyne (corporate) | $ | 438.9 | $495.6 | 112.9% | $ | 909.8 | $1,049.4 | 115.3% | ||||||||||||||||
Teledyne DALSA + Teledyne e2v Groups | $ | 165.6 | $167.7 | 101.2% | ||||||||||||||||||||
Digital Imaging* | $ | 441.8 | $480.0 | 108.6% |
Adjusted revenue (in millions):
Target | Actual 2021 Results | 2021 Results (% of Target) | ||||||||||
Teledyne (corporate) | $ | 5,222.6 | $5,276.8 | 101.0% | ||||||||
Digital Imaging* | $ | 2,147.7 | $2,199.9 | 102.4% |
38 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy StatementMWC (excluding FLIR)
Target | Actual 2021 Results | 2021 Results (% of Target) | ||||||||||
Teledyne (corporate) | 21.3 | % | 20.2% | 105.2% | ||||||||
Digital Imaging* | 22.0 | % | 21.9% | 100.4% |
* | Digital Imaging based on a blended rate excluding TS&I and including FLIR after May 14, 2021. The performance weighting used for Dr. Roks is based on 75% Digital Imaging and 25% Teledyne (corporate) results. The Digital Imaging results shown here reflect the 75% performance weighting. |
50 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Compensation Discussion and Analysis(continued)
Revenue (in millions):
Target | Actual 2019 Results | 2019 Results as a Percentage of Target | ||||||||||
Teledyne (corporate) | $ | 3,031.4 | $3,201.9 | 105.6% | ||||||||
Teledyne DALSA + Teledyne e2v Groups | $ | 810.2 | $ 862.5 | 106.5% |
MWC:
Target | Actual 2019 Results | 2019 Results as a Percentage of Target | ||||||||
Teledyne (corporate) | 21.9% | 24.2% | 89.8% | |||||||
Teledyne DALSA + Teledyne e2v Groups | 21.6% | 24.9% | 84.8% |
For purposes of determining actual income before taxes and revenue for the2021 AIP we adjust the amounts for inter- company sales and certainone-time events and tax items. Income before taxes excludes interest. Target amounts are derived from our business plan, which is presented to and approved by our Board in January of each year.
The following is an illustration of the AIP award calculation using the example of a hypothetical corporate executive with a salary of $300,000 and a target AIP award of 60%, using actual corporate performance results for 2019:
Performance Goal | Performance Goal as % of AIP Award | Actual Performance as a % of Target | Unweighted Performance Outcome (multiplier) | Adjusted Performance Goal as a % of AIP Award | ||||||||||||||
Income before taxes | 40% | 112.9% | 164.6% | 65.8% [40%*1.646] | ||||||||||||||
Revenue | 25% | 105.6% | 128.1% | 32.0% [25%*1.281] | ||||||||||||||
MWC | 15% | 89.8% | 0.0% | 0.0% [0%*0.898] | ||||||||||||||
Individual Objectives | 20% | 100.0% | 100.0% | 20.0% [20%*1.0] | ||||||||||||||
Performance Weighing of AIP Award | 117.8% |
Assuming no discretionary adjustment by the Personnel and Compensation Committee, the hypothetical executive’s performance adjusted AIP award would be 70.7% of salary (60% * 117.8%), or $212,100.Individual Objectives
For 2019,2021, aggregate individual performance objectives typically consistconsisted of between five and eightmultiple goals for each named executive that areNEO, weighted in terms of importance. Some of the goals are corporate-level goals shared by all named executivesNEOs and some goals are specific to individual executives. The goals are qualitative and quantitative in nature. Corporate-level goals included continued implementation of our three-year strategic plan and the achievement of specific revenue, earnings per share targets and managed working capital targets set forth in our business plan. Individual-specific goals for 20192021 included continuingexecutive-specific goals related to the implementationintegration of anFLIR, continued execution of enterprise-wide operational effectiveness programprograms to improve operating margins, achieving specified targets for cost reductions, warranty and rework costs, and working capital, investor outreach, safety-related initiatives, including reduction in workplace injury rates, strategic sourcing initiatives, continued debt reduction, reduction in administrative and structural complexity, reviewing compliance functions to ensure adequate staffing, training, policies and processes are in place to comply with laws, implementation of our acquisition strategy, ensuring effective internal control procedures, managing outside legal expenses, improving data security, successfully implementing and consolidating financial
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 39
Compensation Discussion and Analysis(continued)
planning systems and succession planning. In 2019,2021, achievement of no specific individual performance goal for named executivesNEOs accounted for more than 10% of a named executive’s actual bonus. The Committee evaluates the achievement of these individual performance goals holistically.
The PersonnelCommittee determined that Dr. Mehrabian achieved 150% of his individual performance objectives, based on his successful efforts in Teledyne’s acquisition of FLIR, leadership in post-closing FLIR integration, and Compensationleadership in margin enhancement and strategic sourcing initiatives, improving the effectiveness of research and development investments, succession planning and implementing compliance improvements, among other factors.
The Committee determined that Mr. Pichelli achieved 150%100% of his individual performance objectives, based on his leadership as President and Chief Executive Officer in driving operationoperational improvement across all our businesses, as evidenced by margin improvement across the Corporation,achieving cost reductions and his leadership in integrating two large acquisition that took place in 2019,procurement savings, and safety-related goals, among other factors, and determined that Dr. Mehrabian achieved 150% of his individual performance objectives, based on his efforts at refreshing Teledyne’s strategy, successfully completing key acquisitions, leadership on Teledyne’s margin enhancement and strategic sourcing initiatives and mentorship of the newly promoted President and Chief Executive Officer, among other factors.
Based on recommendations by the Executive Chairman and the President and Chief Executive Officer,Dr. Mehrabian, the Committee determined that:
Ms. Main achieved 150%175% of her individual performance objectives, based on effective compliance leadership, her role in implementing ERP systems acrosssuccessfully closing the CorporationFLIR acquisition, integrating the FLIR finance and accounting function into Teledyne, reducing complexity and operating costs, improving business processes, and her management of effective internal financial controls, including continued reduction in identified deficiencies, among other factors;
Mr. VanWees achieved 175% of his individual performance objectives, based on his successful development of corporate strategy, leading roleefforts in identifying and carrying out theTeledyne’s acquisition of two large businesses,FLIR, including due diligence, leadership in post-closing FLIR integration and his leadership efforts inexecution of our margin expansion initiative, among other factors;
Dr. Roks achieved 200% of his individual performance objectives, based on his strongsuccessful efforts in Teledyne’s acquisition of FLIR and post-closing integration and leadership in addressing a challenging machine vision market and successful integration of two Digital Imaging acquisitions,the Teledyne FLIR business, among other factors; and
Miss Cibik achieved 150%175% of her individual performance objectives, based on outstanding performance on board-related mattersher successful integration of FLIR’s legal, compliance and global trade compliance functions into Teledyne, cost reduction efforts, streamlining Teledyne’s intellectual property portfolio and IP-related cost reductions, and implementing compliance improvements and overseeing legal work, on successfully-completed acquisitions, among other factors.
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Compensation Discussion and Analysis (continued)
2021 AIP Payouts
The following is an illustration of the AIP award calculation, using actual corporate performance results for 2021:
Performance Goal | Performance Goal (%) of AIP Award | Performance (multiplier) | Adjusted Performance | |||||||||||
Adjusted income before taxes | 40% | 176.7% | 70.7% (40% x 1.767) | |||||||||||
Adjusted revenue | 25% | 105.2% | 26.3% (25% 1.052) | |||||||||||
MWC | 15% | 200.0% | 30.0% (15% x 2.0) | |||||||||||
Individual performance objectives | 20% | 100% | 20.0% (20% x 1.0) | |||||||||||
Performance Weighting | 147.0% |
The resulting AIP payout is based on the following formula:
2021 AIP Payout | ||||||||
AIP Target ($) | x | Performance Weighting | = | AIP Payout |
Based on the above results and formula, the NEOs earned the following AIP payments for 2021 performance:
Name | AIP Target ($) | Performance Weighting (%) | 2021 AIP Payout ($) | |||
Robert Mehrabian | $1,200,577 | 157.0% | $1,884,600 | |||
Aldo Pichelli | $ 695,200 | 147.0% | $1,021,800 | |||
Susan L. Main | $ 372,947 | 162.0% | $604,100 | |||
Jason VanWees | $ 355,935 | 162.0% | $576,600 | |||
Edwin Roks | $ 430,000 | 148.7% | $639,400 | |||
Melanie S. Cibik | $ 283,030 | 162.0% | $458,500 |
It is the policy of the Personnel and Compensation Committee not to make discretionary upward adjustments in determining AIP awards for named executivesNEOs, and no such adjustments were made in determining actual 20192021 AIP awards.
For 2019,2021, aggregate AIP awards for all employees (including the named executives)NEOs but excluding Teledyne FLIR employees) were paid from a pool equal to 4.2%4.6% of income before taxes before payment of AIP awards, which is less than the 11% limit initially established by the Personnel and Compensation Committee when it approved the 20192021 AIP goals. The 11% limit is a cap for the aggregate bonus amounts. It is not apre-determined amount from which bonuses are to be distributed; instead, it serves as a control to ensure that the actual aggregate AIP award is not unreasonable.
Long-Term Incentives
Long-term incentives consist of three components: stock options, a three-year PSP and a performance-based restricted stock award program. We believe that the incentives provided by our stock options, PSP award and performance-based restricted stock award programs are consistent with our compensation goals of employee retention, rewarding executives for long-term performance and rewarding executives for long-term increases in our stock price, both in absolute terms and as compared to the broader market. We believe the three-year vesting or performance period of our long-term incentives is consistent with market practice and our overall compensation objectives.
Stock Options.Options Stock options generally are awarded annually to a broad group of key employees who are nominated by management to receive awards and whose awards the Personnel and Compensation Committee approves. In practice, the amount of the award generally depends on the employee’s position. Stock options provide our employees with the opportunity to participate in shareholder value created as a result of stock price appreciation, which furthers our objective of aligning the interests of management with the interests of our stockholders.
All stock options granted arenon-qualified stock options, vest at a rate ofone-third per year, with full vesting at the end of three years and have a term of ten years. A description of the terms under our incentive plans related to the treatment of stock options upon termination of employment can be found under the heading “Potential Payments Upon Termination or a Change in Control” on page 63 of this Proxy Statement.
40 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Compensation Discussion and Analysis(continued)
In 2019, the Personnel and Compensation Committee awarded2021, stock options covering an aggregate of 390,789211,973 shares of common stock were awarded to Teledyne employees, of which options to purchase 85,20236,646 shares of common stock (or 17% of total options) were awarded to named executives.NEOs. For purposes of the Summary Compensation Table, stock options are valued atbased on the grant date fair value calculated in accordance with FASB ASC Topic 718 and the grant date fair value associated with an executive’s stock options as of the end of our 2019 fiscal year is reported in the Option Awards column.
The Personnel and Compensation Committee fixes a value target for each recipient, and then grants an option to purchase shares derived from the economic value of the option on the date of grant. The Personnel and Compensation Committee believes this new methodology allows the Company to more closely track option grants more closely with desired market positioning and manage value and expenses.
As a result of uncertainties related to the COVID-19 pandemic, the Committee delayed granting stock option awards in 2021 from January until July. Additional stock option awards were made effective October 15, 2021
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Compensation Discussion and Analysis (continued)
to certain NEOs and other executives in connection with management changes following the announcement of Mr. Pichelli’s retirement as President and Chief Executive Office and promotions and enhanced responsibilities related to the acquisition of FLIR. The table below represents the number of shares subject to stock options granted to named executivesNEOs in 20192021 as well as the fair value target used to determine the number of awards for each named executiveNEO in 2019.2021. For reference, 20182020 option grants are also provided.
Participants | 2019 Fair Value Target | 2019 Options Awarded | 2018 Options Awarded (for reference) | 2021 Fair Value Target* | 2021 Options Awarded* | 2020 Options Awarded (for reference) | ||||||||||||
Robert Mehrabian | $1,760,000 | 13,084 | 8,362 | |||||||||||||||
Aldo Pichelli | $ 800,000 | 11,122 | 15,769 | — | — | 7,433 | ||||||||||||
Robert Mehrabian | $2,422,000 | 33,672 | 31,537 | |||||||||||||||
Susan L. Main | $ 726,600 | 10,102 | 9,461 | $800,000 | 5,882 | 6,751 | ||||||||||||
Jason VanWees | $ 726,600 | 10,102 | 9,461 | $800,000 | 5,882 | 6,751 | ||||||||||||
Edwin Roks | $ 726,600 | 10,102 | 9,461 | $880,000 | 6,470 | 6,751 | ||||||||||||
Melanie S. Cibik | $ 726,600 | 10,102 | 9,461 | $726,600 | 5,328 | 6,751 |
* | Includes one-time special stock option awards effective October 15, 2021 to reflect promotions and enhanced responsibilities for Dr. Mehrabian, Ms. Main, Mr. VanWees and Dr. Roks. |
The Personnel and Compensation Committee determines the size of awards for named executive officersNEOs by taking into account recommendations from the Executiveour Chairman, and the President and Chief Executive Officer; however, the size of the awardOfficer (other than with respect to his own award). Awards for the Executive Chairman and the Chief Executive Officer wasDr. Mehrabian were determined at the sole discretion of the Personnel and CompensationCommittee. For 2021, the Committee (without their recommendation or input). For 2019, the Personnel and Compensation Committee useused the employment agreementsagreement for the Executive Chairman and the President and Chief Executive OfficerDr. Mehrabian (described below) as a guideline in determining the size of their respectivehis stock option awards. In determining the long-term incentive component of Dr. Mehrabian’s compensation, the Committee considers corporate performance and stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards granted to Dr. Mehrabian in past years.
In determining the fair value target for the options awarded to the named executivesNEOs in 2019,2021, the Personnel and Compensation Committee used guidelines for senior management that it reviews and approves annually, and which are based in part on historical grantsawards, and made adjustments for promotions and enhanced responsibilities.
Performance Plan. Performance plan awards are intended to reward executives to the extent we achieve specific pre-established financial performance goals and provide a greater long-term return to stockholders relative to a broader market index. Beginning with the 2021-2023 performance cycle, the Company transitioned from a Performance Share Program, with awards made every three years and paid out in cash and stock in three annual installments following the end of a three-year performance period, to a performance plan, with overlapping three-year performance periods, with cash payouts, if any, following as a guideline and consideredsoon as practical following the market data provided by its independent consultant.end of each three-year performance period.
The 2021 – 2023 performance plan awards were based on the achievement of the following objectives:
Award Component Adjusted income before taxes* Revenue Return to stockholders ** Total No awards are earned if the three-year aggregate income before taxes is less than 75% of target, unless the Committee determines otherwise. For purposes of determining actual income before taxes for the performance plan, we adjust the amounts for intercompany sales and certain one-time events and tax items.TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 41Weighting 40% 30% 30% 100% * TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement 53
Compensation Discussion and Analysis(continued)
** | Measured as total stockholder return relative to the S&P 500 Index performance over the 2021 – 2023 performance period. |
Performance Share Program. PSP awards are intended to reward executives to the extent we achieve specificpre-established financial performance goals and provide a greater long-term return to shareholders relative to a broader market index. The PSP provides grants of performance share units, which key officers and executives may earn if we meet specified performance objectives over a three-year period. Forty percent of the award is based on the achievement of specified levels of income before taxes, 30% on the achievement of specified levels of revenue and 30% on the achievement of specified levels of return to shareholders relative to an index. For the 2018-2020 cycle, the Russell 1000 Index is the benchmark for the specified return to shareholders component; for the 2015-2017 cycle and previous cycles, the Russell 2000 Index was the benchmark for the specified return to shareholders component. No awards are earned if the three-year aggregate income before taxes is less than 75% of target, unless the Personnel and Compensation Committee determines otherwise. The percentages referred to above are then adjusted to reflect the extent to which actual performance is greater or less than the target. Performance above the target is rewarded proportionally better than performance below the target, as more fully described below:
|
• If actual performance equals or exceeds 120% of the target, the component is weighted by multiplying the percentage by • If actual performance is less than 75% of target, no amounts will be paid out and the • To the extent actual performance falls between 75% and 120% of target, the multiplying factor is adjusted proportionally | |
Revenue |
• If actual performance equals or exceeds 120% of the target, the component is weighted by multiplying the percentage by • If actual performance is less than 67% of target, the component is given a weighting of 0%. • To the extent actual performance falls between 67% and 120% of target, the multiplying factor is adjusted proportionally | |
Return to |
• If actual performance equals or exceeds 120% of the target, the component is weighted by multiplying the percentage by • If actual performance is less than 67% of target, the component is given a weighting of 0%. • To the extent actual performance falls between 67% and 120% of target, the multiplying factor is adjusted proportionally |
The sum of the components, after being weighted for performance, is then multiplied by the executive’s target PSPperformance plan opportunity percentage to arrive at the executive’s performance adjusted PSPperformance plan award, which is expressed as a percentage of base salary. The maximum award is 200% of the executive’s target PSPperformance plan opportunity percentage. Income before taxes and revenue includes contributions from acquisitions during the performance cycle and may be adjusted to reflect the impact of significant changes in accounting principles, discontinued operations, unusual or extraordinary corporate transactions, events or developments, and unusual tax benefits.
Performance-vested units are then generally subject to an additional service-based vesting condition whereby such units become fully vested in three substantially equal annual installments after the end of the performance cycle, subject to the holder’s continued employment with the Company through the applicable vesting date. A description of the treatment of PSPperformance awards upon termination of employment can be found under the heading “Potential Payments Upon Termination or a Change in Control” beginning on page 6376 of this Proxy Statement. Awards are generally paid 50% in cash and 50% in stock, subject to availability of shares.
42 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
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Compensation Discussion and Analysis(continued)
In January 2018,Performance plan awards for the Personnel and Compensation Committee established a2021-2023 performance cycle for the three-year period ending on the last day of the 2020 fiscal year. The 2018-2020 performance cycle hasare based upon the following target performance goals:
Performance Goal | Target | |
Adjusted Income before taxes | Aggregate of 2021-2023 (adjusted for interest and non-GAAP items related to the FLIR acquisition, and discrete tax items) | |
Revenue | Aggregate | |
Return to | Return on Teledyne stock equal to the return of the |
These aforementionedThe following target performance targets are used solelyplan award opportunities were set and approved by the Committee for compensation purposes and should not be understood to be management’s expectations or guidance relating to future financial performance.
As of the end of the 2019 fiscal year, there were 44 participantseach NEO in January 2021. Increases in the 2018-2020 PSP performance cycle. Allplan target percentage were made by the named executives participateCommittee effective May 14, 2021 (for Dr. Roks) and October 15, 2021 (for Dr. Mehrabian, Mr. VanWees, Ms. Main and Miss Cibik). The performance plan awards, if any, will be prorated with respect to the increases made in the 2018-2020 PSP.
The PSP award is expressed as a percentage of the participant’s base salary as of the date that the award is granted. The percentage may be increased on a prorated basis during the award cycle in the case of promotions. In addition, changes to base salaries during the term of the award are factored into the calculation. The following schedule shows the awards under the 2018-2020 PSP cycle for named executives expressed as a percentage of 2018 base salary (the year in which the PSP cycle was established):2021.
PSP Award as a Percent of Base Salary | PSP Award as a Percent of 2021 Base Salary as of January 2021 | PSP Award as a Percent of 2021 Base Salary as amended | ||||||||||||||||||||
Participants |
Target | Maximum | Target | Maximum | Target | Maximum | ||||||||||||||||
Aldo Pichelli* | 125% | 250% | ||||||||||||||||||||
Robert Mehrabian** | 150% | 300% | ||||||||||||||||||||
Robert Mehrabian | 100 | % | 200 | % | 160 | % | 320 | % | ||||||||||||||
Aldo Pichelli | 100 | % | 200 | % | 100 | % | 200 | % | ||||||||||||||
Susan L. Main | 125% | 250% | 41.7 | % | 83.4 | % | 45 | % | 90 | % | ||||||||||||
Jason VanWees | 125% | 250% | ||||||||||||||||||||
Jason Vanwees | 41.7 | % | 83.4 | % | 45 | % | 90 | % | ||||||||||||||
Edwin Roks | 40 | % | 80 | % | 45 | % | 90 | % | ||||||||||||||
Melanie S. Cibik | 125% | 250% | 41.7 | % | 83.4 | % | 45 | % | 90 | % | ||||||||||||
Edwin Roks | 100% | 200% |
|
|
Per SEC disclosure rules that require performance-based awards payable in stock to be recognized in the year in which the award is granted, the entire amount of the stock-based portion of the 2018-2020 PSPThe performance plan award is included in the Summary Compensation Table as 2018 compensation under the column headed “Stock Awards,” even though no shares would be issued under this award until after 2020. This is explained in more detail in footnotes 1 and 3 to the Summary Compensation Table. Pursuant to SEC guidance, the cash portion of the performance share award for the 2018-2020 performance cycle, if earned, will be included in the Summary Compensation Table under theNon-Equity Incentive Plan Compensation column in the year in which the performance criteria are met (i.e., 2020 — the last year of the performance cycle).
With respect to the PSP award for the 2015-2017 cycle, the Personnel and Compensation Committee determined in January 2018 that the applicable performance goals were achieved at 101.2% of target
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 43
Compensation Discussion and Analysis(continued)
performance. The amount of cash that the named executives received under the 2015-2017 PSP performance cycle in 2019 can be found in footnote 3 to the Summary Compensation Table. The total number of shares each named executive received under the 2015-2017 PSP in 2019 can be found in the Option Exercises and Stock Vested table. The maximum total number of shares each named executive is entitled to receive under the 2015-2017 PSP in 2020 can be found in the Outstanding Equity Awards at Fiscal Year End table under the column headed “Number of Shares or Units of Stock That Have Not Vested.”met.
Performance-Based Restricted Stock Award Program.
The performance-based restricted stock award program provides forCompany grants awards of performance-based restricted stock, generally each calendar year, to key employees (including NEOs) valued at an aggregate fair market value equal to a percentage of each recipient’s annual base salary as of the date of the grant, unless otherwise determined by the Personnel and Compensation Committee. The shares of restricted stock are subject to both time-based and performance-based restrictions. In general, the restricted period for each award of performance-based restricted stock extends from the date of the grant to the third anniversary of such date, with the restrictions lapsing in full on the third anniversary. However, unlessanniversary from the Personnel and Compensation Committee determines otherwise, if we faildate of grant, subject to meet certain minimumachievement of performance goals for a multi-year performance cycle (typically three years) established bygoals. Performance conditions are likewise measured on the Personnel and Compensation Committee then allthird anniversary of the restricted stock would be forfeited. If we achievedate of grant and compare Teledyne’s relative return to stockholders over the minimum performance goals but failcalendar three-year period to attain an aggregate level of 100% of the targeted performance goals, then a portion of the restricted stock would be forfeited.S&P 500.
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Compensation Discussion and Analysis (continued)
2021 Performance-Based Restricted Stock Grants
The following schedule shows the percent of base salary used to determine the performance-based restricted stock awards granted in 20192021 to our NEOs and 2018 to named executives.the dollar value of each such award (based on percentage of base salary), with 2020 also shown as a comparison. The percentages are determined by historical grant practices, a review of long-term compensation against benchmark peers and the general industry group and internal pay equity consideration and, in the case of Dr. Mehrabian and Mr. Pichelli, the terms of their employment contracts. The size of the restricted stock award granted to Mr. Pichelli in 2019 is larger than his award in 2018 in order to better align his the value of his award with those of other chief executive officers.agreements.
Name | 2021 Restricted Stock Award (as % of Base Salary) | 2021 Restricted Stock Award ($) | 2020 Restricted Stock Award (as % of Base Salary) | |||||||
Restricted Stock Award as a Percent of Base Salary | ||||||||||
Participants | 2019 | 2018 | ||||||||
Robert Mehrabian | 100% | $900,000 | 100% | |||||||
Aldo Pichelli | 100% | 60% | 100% | $800,000 | 100% | |||||
Robert Mehrabian | 100% | 100% | ||||||||
Susan L. Main | 45% | 45% | 45% | $215,550 | 45% | |||||
Jason VanWees | 45% | 30% | 45% | $201,960 | 45% | |||||
Edwin Roks | 30% | 30% | 30% | $137,700 | 30% | |||||
Melanie S. Cibik | 45% | 30% | 45% | $196,785 | 45% |
The targeted performance goal for 2019the 2021-2023 restricted stock program is the price of our common stock as compared to the Russell 1000S&P 500 Index. For a participant to retain any of the restricted shares, our three-year aggregate return to shareholdersstockholders (as measured by our stock price) must be more than 35% of the performance of the Russell 1000S&P 500 Index for the three-year period. If our stock performance is less than 35% of the Russell 1000S&P 500 Index performance, all restricted shares would be forfeited. If it ranges from 35% to less than 100%, a portion of the restricted shares will be forfeited. If it is 100% or greater, no shares are forfeited and the participant does not receive additional shares.
We believe that benchmarking the performance-based restricted stock performance goals to a broader market index like the Russell 1000S&P 500 Index aligns the interest of management and stockholders because executives are rewarded only to the extent that our stock price performs relative to the stock prices of companies with similar market capitalizations.
A participant cannot transfer the restricted stock during the restricted period. In addition, during the restricted period, restricted stock generally will be forfeited upon a participant’s termination of employment. A description of the treatment of performance-based restricted stock awards upon termination of employment in cases of death, disability or retirement can be found under the heading “Potential Payments Upon Termination
44 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Compensation Discussion and Analysis(continued)
or a Change in Control” beginning on page 6376 of this Proxy Statement. Upon expiration of the restricted period, absent any forfeiture, we will deliver to the recipient certificates for the appropriate number of shares of common stock, as determined by the Personnel and Compensation Committee based on achievement of the specified performance objectives, free of the restrictive legend.
The potential payouts under the 2021 performance-based restricted stock awards can be found in the table headed “Grants of Plan-Based Awards” on page 66 of this Proxy Statement. See also footnote (1) to the Summary Compensation Table on page 64 of this Proxy Statement. The maximum number of shares that each NEO could retain pursuant to such grant can be found in the table headed “Outstanding Equity Awards at Fiscal Year End” beginning on page 68 of this Proxy Statement.
Vesting of 2018 and 2019 Performance-Based Restricted Stock Grants
We granted performance-based restricted stock to key employees, including the NEOs, on January 22, 2019, January 23, 2018 January 24, 2017, and January 26, 2016.22, 2019. Restrictions on 100% of the January 26, 20162018 performance-based restricted stock award lapsed on January 26, 2019,23, 2021, since the performance of our stock price was 175.8%151.3% of that of the Russell 20001000 for the three-year period ended December 31, 2018. 2020 and, in January 2021, the Committee confirmed vesting with respect to 100% of such awards.
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Compensation Discussion and Analysis (continued)
Restrictions on 100% of the January 24, 20172019 performance-based restricted stock award lapsed on January 24, 2020,22, 2022, since the performance of our stock price was 229.7%112% of that of the Russell 20001000 for the three-year period ended December 31, 2019,2021, and onin January 21, 20202022, the Personnel and Compensation Committee confirmed releasevesting with respect to 100% of all restrictions as of January 24, 2020.such awards.
For purposes of the Summary Compensation Table, performance-based restricted stock awards are valued at fair value on the date of grant as calculated in accordance with FASB ASC Topic 718 and this value is reported in the Stock Awards column.
The potential payouts under January 22, 2019 restricted stock can be found in the table headed “Grants of Plan-Based Awards” on page 54 of this Proxy Statement. The maximum number of shares that the named executive could retain under the performance-based restricted stock awards granted on January 24, 2017, January 23, 2018 and January 22, 2019, can be found in the table headed “Outstanding Equity Awards at Fiscal Year End” beginning on page 55 of this Proxy Statement.
Stock Ownership Policies
Our Personnel and CompensationThe Committee believes that stock-based compensation is an important element of compensation and, as discussed above, stock-based compensation figures prominently in our mix of compensation. In 2008, our Board adopted stock ownership guidelines that require key executives andnon-employee directors to maintain ownership of a specified amount of Teledyne common stock. Key executives are required to own shares of Teledyne common stock equal in market value to the amount set forth below:
Position | Value of Shares Owned | |||
|
| 5 x base salary |
| |
Executive Vice Presidents, Senior Vice Presidents or Higher |
| 3 x base salary |
| |
Segment Presidents or Presidents of Consolidated Business Units (annual revenue > |
| 2 x base salary |
| |
Corporate Vice Presidents (Corporate and General Managers) and other Executives |
| 1 x base salary |
|
A key executive, who is defined as a recipient of a performance-based restricted stock or restricted stock unit award, is expected to attain the minimum level of target ownership within a period of five years from the date of hire or promotion and is expected to own continuously sufficient shares to meet the guideline once attained.
In determining the value of common stock, the Nominating and Governance Committee uses the average price of Teledyne common stock during the most recent calendar year. Performance-based restricted stock and restricted stock units and vestedin-the-money options are included in the definition of common stock.
Our Nominating and Governance Committee reviews compliance with the stock ownership guidelines annually at its January meeting. As of the end of 2019,2021, all our key executives (including the named executives)NEOs andnon-employee directors owned sufficient shares to comply (or had additional time to comply) with the guidelines. The full text of our stock ownership guidelines is available on our website at www.teledyne.com under “Corporate Information — Governance”.Governance.”
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 45
Compensation Discussion and Analysis(continued)
Change in Control Severance Agreements
Each of our named executivesNEO is a party to a change in control severance agreement with us. A description of the terms of the agreements can be found under the heading “Potential Payments upon Termination or a Change in Control” beginning on page 6376 of this Proxy Statement. In entering into these agreements, the Personnel and Compensation Committee desired to assure that we would have the continued dedication of certain executives and the availability of their advice and counsel, notwithstanding the possibility of a change in control, and to induce such executives to remain in our employ. The Personnel and Compensation Committee believes that, should the possibility of a change in control arise, it is imperative that we be able to receive and rely upon our executives’ advice, if requested, as to the best interests of our Company and stockholders without the concern that he or she might be distracted by the personal uncertainties and risks created by the possibility of a change in control. The Personnel and Compensation Committee also considered arrangements offered to similarly situated executives of comparable companies.
We chose the specific amounts and triggers contained in the change in control severance agreements because we believe such terms provide reasonable assurances that our executive officers will remain employed with us through an acquisition or change of control event, should one occur, and assist in the assessment of a
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Compensation Discussion and Analysis (continued)
possible acquisition or change in control event and advise management and the Board as to whether such acquisition or change in control event would be in the best interests of our Company and stockholders. With input from its independent compensation consultant, the Personnel and Compensation Committee last reviewed the terms of the change in control severance agreements against market practices in July 2018.2018 and determined that no changes were needed.
Employment Agreements with Dr. Mehrabian and Mr. Pichelli. On October 23, 2018, the BoardThe Company has entered into employment agreements with each of Directors of Teledyne named Dr. Mehrabian the then-current Chairman and Chief Executive Officer of Teledyne, as Executive Chairman,(the “Mehrabian Employment Agreement”) and Mr. Pichelli (the “Pichelli Employment Agreement”).
On August 27, 2021, in connection with the then-current Presidentannounced resignation and Chief Operating Officerretirement of Teledyne,Mr. Pichelli as President and Chief Executive Officer in each case effective January 1, 2019.and the re-appointment of Dr. Mehrabian’s employment contract (the “Mehrabian Employment Agreement”) wasMehrabian as Chairman, President and Chief Executive Officer, Teledyne and Dr. Mehrabian amended and restated and,the Mehrabian Employment Agreement to reflect changes in connection with this amendment and restatement, his termcompensation approved by the Committee, effective as of October 15, 2021. The Pichelli Employment Agreement was extended through December 31, 2023. The Company and Mr. Pichelli entered into an employment agreement (the “Pichelli Employment Agreement”) that provides for a three-year term which began on January 1, 2019 and ends on December 31, 2021.
also amended. With input from its independent compensation consultant,Exequity, the Personnel and Compensation Committee set target total compensation for each of Dr. Mehrabian and Mr. Pichelliboth below the market median forand average total compensation target for chief executive officers.the position. The Personnel and Compensation Committee further set long term incentives to provide an equal value mix among the three components of Teledyne’s long-term compensation programs (PSP, Restricted Stock(stock options, performance plan, and Stock Options)performance-based restricted stock), with each component providing target compensation (on an annualized basis) equal to each executive’s160% of Dr. Mehrabian’s annual base salary (beginning in 2019
Prior to Mr. Pichelli’s retirement, the Committee set target total compensation for each of Mr. Pichelli and 2020 for Dr. Mehrabian).
Dr. Mehrabian’s previous employment agreement would have expired on December 31, 2019. The amended employment agreement with Dr. Mehrabian contemplates lower overallbelow the market median for total compensation for chief executive officers to reflect the split role of Executive Chairman, held by Dr. Mehrabian, beginning in 2020.and President and Chief Executive Officer, held by Mr. Pichelli.
The terms of the two employment agreements, as amended on August 27, 2021, are set forth below.
Mehrabian Employment Agreement
The Mehrabian Employment Agreement provides that through December 31, 2018,effective October 15, 2021, Teledyne will employ Dr. Mehrabian as Chairman, President and Chief Executive Officer, and that effective January 1, 2019, Teledyne will employ Dr. Mehrabian as Executive Chairman. The Executive Chairman shall havewith primary responsibility to manage the day-to-day business of the Company, to manage the affairs of the Board and to manage and direct mergers and acquisition activities, and strategic planning and margin expansion initiatives of Teledyne. The term of the Mehrabian Employment Agreement continues through December 31, 2023.
The Mehrabian Employment Agreement provides that through October 14, 2021, Dr. Mehrabian’s current annual base salary of $995,000 will continue through December 31, 2019, after which date his base salary will be reducedset at $900,000 and, effective October 15, 2021, will increase to $900,000. Such base salary may be increased annually$1,100,000, subject to future annual increases at the discretion of the Personnel and Compensation Committee.
46 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Compensation Discussion and Analysis(continued)
The Mehrabian Employment Agreement further provides for the following, among other things:
• | AIP: Dr. Mehrabian shall participate in the AIP with a target opportunity of 120% of base |
• |
|
• | Restricted Stock: The Mehrabian Employment Agreement provides that prior to 2022, Dr. Mehrabian |
58 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Compensation Discussion and Analysis (continued)
• | Stock Options: |
• | Supplemental Pension Benefit: With respect to Dr. Mehrabian’sNon-Qualified Pension Benefit, which provides for payments supplemental to any accrued pension under Teledyne’s qualified pension plan equal to 50% of his base salary for ten years following Dr. Mehrabian’s retirement, the Mehrabian Employment Agreement provides that the base salary rates to be used for calculating the payments shall be the rates in effect for 2018 (which was $995,000). |
• | Post-Retirement Medical Coverage: Commencing on Dr. Mehrabian’s separation from service (for any reason) and continuing for the longer to live of Dr. Mehrabian and his spouse, Dr. Mehrabian and his spouse shall be deemed participants in Teledyne’s medical benefit plan offered to all employees of Teledyne and be deemed to be eligible to receive the benefits under the medical plan. Dr. Mehrabian shall be charged for such deemed participation at a rate equal to the monthly rate the medical plan charges former participants and spouses eligible for continuation coverage under COBRA, plus the rate payable by the employer, as each such COBRA rate is adjusted from time to time. |
Pichelli Employment Agreement
The Pichelli Employment Agreement, providesas amended, provided that Teledyne will employ Mr. Pichelli as President and Chief Executive Officer through October 14, 2021, and that effective January 1, 2019, throughOctober 15, 2021 he will relinquish his title. Mr. Pichelli’s retirement date was December 31, 2021. The Pichelli Employment Agreement also provides that effective January 1, 2019, Mr. Pichelli’s annual base salary shall be $800,000. Such base salary may be increased annually at the discretion of the Personnel and Compensation Committee.
The Pichelli Employment Agreement further provides,provided, among other things, that effective January 1, 2019:that:
• | Base Salary: Effective January 1, 2019, Mr. Pichelli’s annual base salary was set at $800,000. |
• | AIP: Mr. Pichelli |
• |
|
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 47
Compensation Discussion and Analysis(continued)
• | Restricted Stock: Mr. Pichelli |
• | Stock Options: Pursuant to the terms of the amended Pichelli Employment Agreement, Mr. Pichelli |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 59 |
Compensation Discussion and Analysis (continued)
Mr. Pichelli’s death, all outstanding options shall vest in full and the right of Mr. Pichelli’s beneficiary to exercise the stock options shall terminate upon the expiration of twelve months from the date of Mr. Pichelli’s death, but in no event may such stock options be exercised after the expiration of any applicable option period. |
• | Benefits: During 2021 and prior to his retirement, Mr. Pichelli |
Perquisites and Other Benefits
All our named executivesNEOs receive car allowances. We provide car allowances in cases where the named executiveNEO typically travels for business and for retention of senior executives. The amount of the car allowances provided to the named executivesNEOs are included in the column head “All Other Compensation” in the Summary Compensation Table.
Deferred Compensation
Our named executivesNEOs are eligible to participate in our executive deferred compensation plan. The deferred compensation plan is a voluntary,non-tax qualified, unfunded deferred compensation plan available to all members of management and certain other highly-compensated employees for providing deferred compensation, and thus potential tax benefits, to these employees. A description of the terms of the deferred compensation plan can be found under the heading “Nonqualified Deferred Compensation” beginning on page 60 of this Proxy Statement.. In addition, the Nonqualified Deferred Compensation Table on page 60 of this Proxy Statement sets forth information about the account balances, contributions and withdrawals of each named executiveNEO that participates in the deferred compensation plan.
Pension Plans
Our pension plan was initially established at the time of ourspin-off as an independent company. Our domestic defined benefit pension plan covers substantially all U.S. employees hired before January 1, 2004. Effective January 1, 2004, to limit our future obligations under our pension plan, we eliminated the participation of new employees in the pension plan. Effective January 1, 2020, Teledyne divided its domestic defined benefit pension plan. The restructuring involved splitting our domestic defined pension plan into two separate plans, one comprised largely of inactive participants and the other comprised largely of active participants (together, the “Pension Plans”). Of our named executives,NEOs, Dr. Mehrabian, Mr. Pichelli, Mr. VanWees and Miss Cibik participate in our Pension Plans, with Dr. Mehrabian and Mr. Pichelli participating in the legacy pension plan and Miss Cibik and Mr. VanWees participating in the plan for active participants. The annual benefits payable under the Pension Plans to participating salaried employees retiring at or after age 65 is calculated under a formula which considers the participant’s compensation and years of service. The Internal Revenue Code limits the amounts payable to participants under a qualified pension plan. We have also adopted a pension equalization/benefit restoration plan, which is designed to restore benefits that would be payable under the provisions of the Pension Plans but for the limits imposed by the Internal Revenue Code, to the levels calculated pursuant to the formulas contained in the pension plan provisions or for any monies deferred under our deferred compensation plan. The pension equalization/benefit restoration plan was amended to freeze accruals under that plan effective February 28, 2015. The amounts which may be received by the named executivesNEOs that participate in the Pension Plans and the pension equalization/benefit restoration plan can be found in the Pension Benefits Table beginning on page 58 of this Proxy Statement.
48 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Compensation Discussion and Analysis(continued)
Table.
Dr. Roks, who is employed by Teledyne DALSA B.V. in The Netherlands, participates in a multi-employer defined contribution plan covering employees of the country’s metal industry on the same basis as other employees of Teledyne DALSA B.V. in The Netherlands.
Employer contributions to this plan are included in the “All Other Compensation” column of the Summary Compensation Table. A description of the terms of our pension plans can be found under the heading “Pension Benefits” beginning on page 58 of this Proxy Statement. In addition, the Pension Benefits Table sets forth information about each named executive’sNEO’s years of credited service and the actuarial present value of each named executive’sNEO’s accumulated benefit under our pension plan.
60 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Compensation Discussion and Analysis (continued)
Clawback Policy
In February 2014, our Board approved a “clawback” policy that gives the Board the ability to seek reimbursement from executive officers of bonus, incentive and equity-based awards under the following circumstances:
the executive’s award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement and a lower payment, award, or vesting would have occurred based upon the restated financial results; or
in the Board’s view, the executive officer engaged in fraud or criminal misconduct related to the company or its business.
This clawback policy applies to awards paid or vesting after January 1, 2014. The policy further provides that the Board will not seek to recover awards that are paid or that have vested more than three years prior to the date the applicable restatement is disclosed.
In addition, individual performance objectives for executive officers under our AIP program include compliance with laws and Company policies and procedures. As a result, an executive’s bonus may be adversely affected to the extent a financial restatement or similar event involved a violation of law or Company policy.
Policies Relating to the Timing and Pricing of Stock Option Awards and Stock Awards
Stock Options. Stock options may be granted under our stockholder approved incentive award plans by the Personnel and Compensation Committee, which is the administrator of these plans. The Personnel and Compensation Committee has delegated authority to our Chairman, President and Chief Executive ChairmanOfficer to grant a specified number of options to employees under the Amended and Restated 2014 Incentive Award Plan. This authority is used to make grants to new hires, upon promotion of certain employees, to retain certain employees, and in connection with acquisitions. Of these shares, 36,88430,609 remained available for grant by our Chairman, President and Chief Executive ChairmanOfficer under this delegated authority as of February 15, 2020.14, 2022.
StockIn 2021, annual stock options arewere granted to employees by the Personnel and Compensation Committee in January of each yearJuly at its regularly scheduled committee meeting. We anticipate future annual grants will be made at the Committee’s July meeting. We typically issue our press release containing financial results for the prior fiscal yearsecond quarter shortly following this meeting date. In addition, in August 2021, in connection with management changes and enhanced responsibilities and promotion in connection with the FLIR acquisition, the Committee approved special one-time grants to NEOs and certain other executives with the effective date of the grant being October 15, 2021.
Grants by our Chairman, President and Chief Executive ChairmanOfficer under his delegated authority may be made at any time, but primarily have been made to new hires (including new hires resulting from acquisitions) or following the successful completion of special projects. In 2019, 3,9002021, 4,626 options were granted to employees by our now Chairman, President and Chief Executive ChairmanOfficer under his delegated authority.
Pursuant to the terms of the Amended and Restated 2014 Incentive Award Plan, the exercise price for stock option grants must equal the fair market value of our common stock, which for purposes of these Plans is defined as the closing sales price of a share of our common stock on the NYSE on the date of grant. New grants made by our Personnel and Compensationthe Committee have exercise prices equal to the fair market value of our common stock on the effective date of the award, which is the date of the meeting at which the grant was approved by the Personnel and Compensation Committee.Committee (or in the case of the 2021 special one-time grants described above, October 15, 2021). Grants made by the Chief Executive Officer have exercise prices equal to the fair market value of our common stock on the date of grant.
Stock Awards. Performance-based restricted stock awards and the stock portion of PSP awards may be granted under our stockholder-approved incentive award plans by the Personnel and Compensation Committee, which is the administrator of these plans.
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 49
Compensation Discussion and Analysis(continued)
Performance-based restricted stock awards are generally granted each year by the Personnel and Compensation Committee at its regularly scheduled meeting in January. For 2019,2021, the number of shares was determined by dividing an amount generally equal in value to a specified percentage of a participating executive’s base salary by the average of the high and low stock prices for 20 trading days preceding the date of grant.
Performance cycles under the PSP are generally established once every three years, at one of the Personnel
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 61 |
Compensation Discussion and Compensation Committee’s regularly scheduled meetings in the first quarter. Under our incentive award plans, the number of shares for the stock portion of the award is determined by dividing one half of the value of the award by an amount equal to the fair market value of a share of our common stock on the NYSE on the date that the performance cycle is established by the Personnel and Compensation Committee.Analysis (continued)
Non-employee directors are automatically granted an award of restricted stock units in an amount equal to $110,000$130,000 ($170,000 starting in 2022), divided by the fair market value of our common stock on the NYSE on the date of the respective annual meeting. An individual who becomes a non-employee director for the first time after the date of the annual meeting is granted an award of restricted stock units in an amount equal to $65,000 ($85,000 starting in 2022).
Deductibility of Executive Compensation
When setting executive compensation, we consider many factors, such as attracting and retaining executives and providing appropriate performance incentives. We also consider the after-tax cost to the Company in establishing executive compensation programs, both individually and in the aggregate, but tax deductibility is not our sole consideration. Section 162(m) of the Internal Revenue Code (Section 162(m)) generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to atheir chief executive officer, chief financial officer and “covered employees”the next three most highly compensated executive officers (as well as certain other officers who were covered employees in excess of $1 million.
For tax years beginning after December 31, 2017, the deduction limit has an exception for “qualified performance-based compensation.” However, the2016). The 2017 Tax Cuts and Jobs Act (the “Tax Act”) includes changes to Section 162(m), including eliminatingeliminated most of the exemptionexceptions from the $1 million deduction limit, except for “qualified performance-based compensation,” effective for tax years beginning after December 31, 2017.
The Tax Act provides for a grandfather provision, pursuant to which remuneration that is provided pursuant to a written binding contractcertain arrangements in effect onplace as of November 2, 2017, and which has not been modified2017. As a result, most of the compensation payable to our named executive officers in any material respect on or after that date,excess of $1 million per person in a year will not be subject to the amendments made to Section 162(m) by the Tax Act. To the extent available, we intend to continue to treat “qualified performance-based compensation” that is grandfathered under the Tax Act as deductible compensation. However, our Personnel and Compensation Committee may determine in any year that it would be in our best interest for awards to be paid under stock incentive plans, or for other compensation to be paid, that would not satisfy the requirements for deductibility under Section 162(m).fully deductible.
50 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
62 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Personnel and Compensation Committee Report
The following report of the Personnel and Compensation Committee is included in accordance with the rules and regulations of the Securities and Exchange Commission. It is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended.
We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in Teledyne Technologies Incorporated’s Annual Report on Form10-K for the year ended December 29, 2019.January 2, 2022.
Submitted by the Personnel and Compensation Committee of the Board of Directors:
Charles Crocker, Chair
Roxanne S. Austin
Kenneth C. Dahlberg
Michelle A. Kumbier
Robert A. Malone
Vincent J. Morales
Jane C. Sherburne
Wesley W. von SchackShack
February 18, 2020
Compensation Committee Interlocks and Insider Participation
No member of the Personnel and Compensation Committee of our Board of Directors is an officer or employee of the Company. During 2019, no member of the Committee had a current or prior relationship and no officer who was a statutory insider had a relationship to any other company, in each case that must be described under the SEC rules relating to disclosure of executive compensation.22, 2022
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 51
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 63 |
The following Summary Compensation Table sets forth information about compensation earned by: (1) our Chairman, President and Chief Executive Officers,Officer, (2) our retired President and Chief Executive Officer, who resigned from this position on October 15, 2021, and subsequently retired, (3) our Chief Financial Officer and (3)(4) the three other most highly compensated executive officers who were required to file reports under Section 16 of the Securities Exchange Act of 1934 for fiscal 20192021 (collectively, the “named executives”).
Name and Principal Position
| Year
| Salary
| Stock
| Option
| Non-Equity
| Change in
| All Other
| Total
| ||||||||||||||||||||||||||||||||
Aldo Pichelli(1) President and Chief Executive Officer (Principal Executive Officer) |
|
2019 |
|
$ |
800,000 |
|
$ |
771,200 |
|
$ |
800,784 |
|
$ |
1,125,300 |
|
$ |
279,917 |
|
$ |
41,587 |
(6) |
$ |
3,818,788 |
| ||||||||||||||||
|
2018 |
|
$ |
576,581 |
|
$ |
693,778 |
|
$ |
1,132,057 |
|
$ |
912,000 |
|
|
— |
|
$ |
37,521 |
|
$ |
3,351,937 |
| |||||||||||||||||
|
2017 |
|
$ |
561,215 |
|
$ |
313,048 |
|
$ |
1,211,250 |
|
$ |
1,250,369 |
|
$ |
91,924 |
|
$ |
33,213 |
|
$ |
3,461,019 |
| |||||||||||||||||
Robert Mehrabian(1) Executive Chairman (Principal Executive Officer) |
|
2019
|
|
$ |
993,183 |
|
$ |
959,000 |
|
$ |
2,424,384 |
|
$ |
1,526,800 |
|
$ |
1,915,452 |
|
$ |
12,000 |
(7) |
$ |
7,830,819 |
| ||||||||||||||||
|
2018 |
|
$ |
995,000 |
|
$ |
1,704,136 |
|
$ |
2,264,041 |
|
$ |
1,783,500 |
|
$ |
622,754 |
|
$ |
12,000 |
|
$ |
7,381,431 |
| |||||||||||||||||
|
2017 |
|
$ |
975,385 |
|
$ |
906,763 |
|
$ |
2,422,500 |
|
$ |
2,623,445 |
|
$ |
1,267,939 |
|
$ |
12,000 |
|
$ |
8,208,032 |
| |||||||||||||||||
Susan L. Main Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
|
2019 |
|
$ |
469,781 |
|
$ |
203,600 |
|
$ |
727,344 |
|
$ |
450,400 |
|
|
— |
| $ | 30,212 | (6) |
$ |
1,881,337 |
| ||||||||||||||||
|
2018 |
|
$ |
456,164 |
|
$ |
489,987 |
|
$ |
679,205 |
|
$ |
510,800 |
|
|
— |
|
$ |
29,180 |
|
$ |
2,165,336 |
| |||||||||||||||||
|
2017 |
|
$ |
447,171 |
|
$ |
187,073 |
|
$ |
726,750 |
|
$ |
819,679 |
|
|
— |
|
$ |
27,290 |
|
$ |
2,207,963 |
| |||||||||||||||||
Jason VanWees(8)
Executive Vice President |
|
2019 |
|
$ |
440,169 |
|
$ |
190,800 |
|
$ |
727,344 |
|
$ |
438,500 |
|
$ |
338,854 |
|
$ |
14,196 |
(6) |
$ |
2,149,863 |
| ||||||||||||||||
Edwin Roks(9) Vice President and Group President, Teledyne Digital Imaging |
|
2019 |
|
$ |
433,108 |
|
$ |
130,200 |
|
$ |
727,344 |
|
$ |
379,700 |
|
|
— |
|
$ |
147,649 |
(10) |
$ |
1,818,001 |
| ||||||||||||||||
|
2018 |
|
$ |
402,697 |
|
$ |
��322,413 |
|
$ |
679,205 |
|
$ |
533,800 |
|
|
— |
|
$ |
85,504 |
|
$ |
2,023,619 |
| |||||||||||||||||
|
2017 |
|
$ |
375,635 |
|
$ |
86,843 |
|
$ |
726,750 |
|
$ |
639,731 |
|
|
— |
|
$ |
80,861 |
|
$ |
1,909,820 |
| |||||||||||||||||
Melanie S. Cibik Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
|
2019 |
|
$ |
428,865 |
|
$ |
186,000 |
|
$ |
727,344 |
|
$ |
328,900 |
|
$ |
427,910 |
|
$ |
14,196 |
(11) |
$ |
2,113,215 |
| ||||||||||||||||
|
2018 |
|
$ |
416,441 |
|
$ |
389,886 |
|
$ |
679,205 |
|
$ |
373,100 |
|
|
— |
|
$ |
14,196 |
|
$ |
1,872,828 |
| |||||||||||||||||
|
2017 |
|
$ |
408,158 |
|
$ |
113,846 |
|
$ |
726,750 |
|
$ |
647,396 |
|
$ |
224,698 |
|
$ |
14,196 |
|
$ |
2,135,044 |
|
Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation | Total | ||||||||||||||||||||||||
Robert Mehrabian (5) Chairman, President and Chief Executive Officer (Principal Executive Officer) | 2021 | $ | 943,077 | $ | 792,086 | $ | 1,509,491 | $ | 1,884,600 | $ | 1,425,804 | $ | 12,000 | (6) | $ | 6,567,058 | ||||||||||||||||
2020 | $ | 917,307 | $ | 906,590 | $ | 768,301 | $ | 2,361,163 | $ | 2,010,202 | $ | 12,231 | $ | 6,975,794 | ||||||||||||||||||
2019 | $ | 993,183 | $ | 959,000 | $ | 2,424,384 | $ | 1,526,800 | $ | 1,915,452 | $ | 12,000 | $ | 7,830,819 | ||||||||||||||||||
Aldo Pichelli (5) Retired President and Chief Executive Officer (Former Principal Executive Officer) | 2021 | $ | 817,308 | $ | 704,002 | — | $ | 1,021,800 | — | (7) | $ | 61,346 | (8) | $ | 2,604,456 | |||||||||||||||||
2020 | $ | 815,385 | $ | 806,058 | $ | 682,944 | $ | 2,176,343 | $ | 170,004 | $ | 48,850 | $ | 4,699,584 | ||||||||||||||||||
2019 | $ | 800,000 | $ | 771,200 | $ | 800,784 | $ | 1,125,300 | $ | 279,917 | $ | 41,587 | $ | 3,818,788 | ||||||||||||||||||
Susan L. Main Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 2021 | $ | 489,985 | $ | 189,565 | $ | 800,115 | $ | 604,100 | — | $ | 35,981 | (8) | $ | 2,119,746 | |||||||||||||||||
2020 | $ | 488,212 | $ | 217,279 | $ | 724,315 | $ | 733,568 | — | $ | 32,489 | $ | 2,195,863 | |||||||||||||||||||
2019 | $ | 469,781 | $ | 203,600 | $ | 727,344 | $ | 450,400 | — | $ | 30,212 | $ | 1,881,337 | |||||||||||||||||||
Jason VanWees Vice Chairman | 2021 | $ | 467,366 | $ | 177,843 | $ | 800,115 | $ | 576,600 | — | (9) | $ | 14,196 | (10) | $ | 2,036,120 | ||||||||||||||||
2020 | $ | 457,431 | $ | 203,586 | $ | 724,315 | $ | 753,348 | $ | 303,999 | $ | 14,950 | $ | 2,457,629 | ||||||||||||||||||
2019 | $ | 440,169 | $ | 190,800 | $ | 727,344 | $ | 438,500 | $ | 338,854 | $ | 14,196 | $ | 2,149,863 | ||||||||||||||||||
Edwin Roks Executive Vice President and President, Teledyne Digital Imaging | 2021 | $ | 449,837 | $ | 121,241 | $ | 880,120 | $ | 639,400 | — | $ | 229,961 | (11) | $ | 2,320,559 | |||||||||||||||||
2020 | $ | 389,426 | $ | 138,727 | $ | 724,315 | $ | 588,387 | — | $ | 151,481 | $ | 1,992,336 | |||||||||||||||||||
2019 | $ | 433,108 | $ | 130,200 | $ | 727,344 | $ | 379,700 | — | $ | 147,649 | $ | 1,818,001 | |||||||||||||||||||
Melanie S. Cibik Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | 2021 | $ | 446,497 | $ | 173,154 | $ | 726,633 | $ | 458,500 | $ | 26,967 | $ | 14,196 | (10) | $ | 1,845,947 | ||||||||||||||||
2020 | $ | 445,710 | $ | 198,182 | $ | 724,315 | $ | 625,015 | $ | 361,296 | $ | 14,950 | $ | 2,369,468 | ||||||||||||||||||
2019 | $ | 428,865 | $ | 186,000 | $ | 727,344 | $ | 328,900 | $ | 427,910 | $ | 14,196 | $ | 2,113,215 |
(1) |
|
For |
Represents the aggregate fair value on the date of grant of the |
For |
rules of the SEC, cash awards under our performance share program are deemed earned in the last year of the performance cycle, at the time when performance criteria are satisfied, even though they |
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Summary Compensation Table(continued)
result of their elections, shares issuable to Dr. Mehrabian, Mr. Pichelli, Ms. Main, Dr. Roks and Miss Cibik were reduced by 2,152, 766, 700, 70 and 641 shares, respectively, and the cash portion of their awards increased by |
For |
(5) | On October 15, 2021, Mr. Pichelli resigned as President and Chief Executive Officer and subsequently retired on December 31, 2021, and Dr. Mehrabian, formerly Teledyne’s Executive Chairman, resumed his position as Chairman, President and Chief Executive officer. |
(6) | Represents car allowance. |
(7) | In the case of Mr. Pichelli, the aggregate change in pension value was negative $254,056. Mr. Pichelli commenced pension benefits effective January 1, 2022. He elected a benefit of $7,701.60 a month from the Qualified Plan and a $15,154.02 a month from the Pension Equalization Plan to be paid as a 50% Joint and Survivor Annuity with Mr. Pichelli’s spouse as a beneficiary. In determining the |
values used for the Summary Compensation Table, the benefits used were based on Mr. Pichelli’s normal retirement benefit payable as a single life annuity, consistent with the approach used in prior years for participants employed at the year-end measurement date. |
(8) | Represents car allowance, Company contributions pursuant to the Teledyne Technologies Incorporated 401(k) Plan, employer matching contributions under the Employee Stock Purchase Plan and death benefit under the Teledyne Technologies Incorporated Executive Deferred Compensation Plan ($47,150 in the case of Mr. Pichelli and $14,026 in the case of Ms. Main). |
(9) | In the case of Mr. VanWees, the aggregate change in pension value was negative $20,350. |
(10) | Represents car allowance, Company contributions pursuant to the Teledyne Technologies Incorporated 401(k) Plan and employer matching contributions under the Employee Stock Purchase Plan. |
|
|
|
Represents car allowance ($ |
|
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 53
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 65 |
The table below sets forth information on grants of plan-based awards to the named executives in fiscal year 2019.2021. All equity grants were made under our Amended and Restated 2014 Incentive Award Plan.
Name
| Grant Date
|
Estimated Future Payouts Under | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other
| All Other
| Grant Awards(2)
| Grant Date
|
Estimated Future Payouts Under | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other
| All Other
| Grant
Awards(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold
| Target
| Maximum
| Threshold
| Target
| Maximum
| Threshold
| Target
| Maximum
| Threshold
| Target
| Maximum
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Mehrabian | 1/26/21(3) | 120,058 | 1,200,577 | 2,401,154 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/26/21(4) | 383,494 | 1,533,974 | 3,067,948 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/26/21(5) | 828 | 2,365 | 2,365 | $ | 792,086 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/27/21 | 6,600 | $ | 771,936 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10/15/21 | 6,484 | $ | 737,555 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aldo Pichelli |
|
1/22/2019
|
|
|
11,122
|
|
|
$ 800,784
|
| 1/26/21(3) | 88,000 | 880,000 | 1,760,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(3)
|
|
|
$ 88,000
|
|
|
$ 880,000
|
|
|
$1,760,000
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(4)
|
|
| 1,350
|
|
|
3,856
|
|
|
3,856
|
|
|
$ 771,200
|
| 1/26/21(4) | 200,000 | 800,000 | 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Mehrabian |
|
1/22/2019
|
|
|
33,672
|
|
|
$2,424,384
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(3)
|
|
|
$119,400
|
|
|
$1,194,000
|
|
|
$2,388,000
|
| 1/26/21(5) | 736 | 2,102 | 2,102 | $ | 704,002 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(4)
|
|
|
1,678
|
|
|
4,795
|
|
|
4,795
|
|
|
$ 959,000
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Susan L. Main
|
|
1/22/2019
|
|
|
10,102
|
|
|
$ 727,344
|
| 1/26/21(3) | 37,295 | 372,947 | 745,894 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(3)
|
|
|
$ 35,220
|
|
|
$ 352,200
|
|
|
$ 704,400
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(4)
|
|
|
356
|
|
|
1,018
|
|
|
1,018
|
|
|
$ 203,600
|
| 1/26/21(4) | 57,069 | 228,276 | 456,552 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/26/21(5) | 198 | 566 | 566 | $ | 189,565 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/27/21 | 5,328 | $ | 726,633 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10/15/21 | 554 | $ | 73,483 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jason VanWees
|
|
1/22/2019
|
|
|
10,102
|
|
|
$ 727,344
|
| 1/26/21(3) | 35,593 | 355,935 | 711,870 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/26/21(4) | 56,657 | 226,627 | 453,254 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/26/21(5) | 186 | 531 | 531 | $ | 177,843 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/27/21 | 5,328 | $ | 726,633 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(3)
|
|
|
$ 33,000
|
|
|
$ 330,000
|
|
|
$ 660,000
|
| 10/15/21 | 554 | $ | 73,483 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/22/2019(4)
|
|
|
334
|
|
|
954
|
|
|
954
|
|
|
$ 190,800
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Edwin Roks
|
|
1/22/2019
|
|
|
10,102
|
|
|
$ 727,344
|
| 1/26/21(3) | 42,995 | 429,952 | 859,904 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(3)
|
|
|
$ 31,350
|
|
|
$ 313,500
|
|
|
$ 627,000
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(4)
|
|
|
228
|
|
|
651
|
|
|
651
|
|
|
$ 130,200
|
| 1/26/21(4) | 78,042 | 312,169 | 624,338 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/26/21(5) | 127 | 362 | 362 | $ | 121,241 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/27/21 | 5,866 | $ | 800,005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10/15/21 | 604 | $ | 80,115 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Melanie S. Cibik
|
|
1/22/2019
|
|
|
10,102
|
|
|
$ 727,344
|
| 1/26/21(3) | 28,303 | 283,030 | 566,060 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1/22/2019(3)
|
|
|
$ 25,720
|
|
|
$ 257,200
|
|
|
$ 514,400
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/22/2019(4)
|
|
|
326
|
|
|
930
|
|
|
930
|
|
|
$ 186,000
|
| 1/26/21(4) | 51,781 | 207,123 | 414,246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/26/21(5) | 181 | 517 | 517 | $ | 173,154 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/27/21 | 5,328 | $ | 726,633 |
(1) | All stock options |
(2) | Calculated in accordance with FASB ASC Topic 718. For performance-based restricted stock, represents the value at the date of grant based on the probable outcome of the applicable performance conditions. For a discussion of the assumptions considered in determining the grant |
date fair value, please see Note 8 (Stockholders’ Equity) to the financial statements in our Annual Report on Form10-K. |
(3) | Represents threshold, target and maximum amounts under the Annual Incentive Plan Awards for |
66 |
Grants of Plan-Based Awards (continued)
Plan Award Compensation” |
(4) | Represents the estimated future payouts under the performance program for the 2021-2023 performance cycle, which performance cycle began on |
January 1, 2021. The amount of the award reflects the increases in the performance plan target percentage and base salaries that were made effective May 14, 2021 (for Dr. Roks) and October 15, 2021 (for Dr. Mehrabian, Mr. VanWees, Ms. Main and Miss Cibik), in each case on a pro rata basis. |
(5) | Represents the estimated future payouts under the performance-based restricted stock award granted on January |
The material terms of our Annual Incentive Plan, stock option awards, performance plan and performance-based restricted stock award program are described in Compensation Discussion and Analysis.
54 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 67 |
Outstanding Equity Awards at FiscalYear-End
The following table summarizes the outstanding equity awards held by the named executives as of December 29, 2019,January 2, 2022, the last day of our 20192021 fiscal year.
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
| Number of
| Number of
| Equity Incentive
| Option
| Option
| Number of
| Market Value
| Equity Incentive
| Equity Incentive Units or Other Rights
| Number of
| Number of
| Equity Incentive
| Option
| Option
| Number of
| Market Value
| Equity Incentive
| Equity Incentive Units or Other Rights
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aldo Pichelli | 5,000 | — | — | $ | 64.73 | 4/25/22 | 1,127 | (3) | $ | 391,993 | 2,736 | (4) | $ | 951,636 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Mehrabian | 50,000 | — | — | $ | 94.24 | 4/23/24 | 5,662 | (3) | $ | 2,473,671 | 4,795 | (4) | $ | 2,094,888 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
20,000 | — | — | $ | 75.13 | 4/24/23 | 1,838 | (5) | $ | 639,293 | 50,000 | — | — | $ | 78.40 | 1/26/26 | 2,516 | (5) | $ | 1,099,215 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
20,000 | — | — | $ | 94.24 | 4/23/24 | 3,856 | (6) | $ | 1,341,194 | 50,000 | — | — | $ | 123.38 | 1/24/27 | 2,365 | (6) | $ | 1,033,245 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
25,000 | — | — | $ | 78.40 | 1/26/26 | 9,610 | (7) | $ | 3,342,550 | 31,537 | — | — | $ | 192.00 | 1/23/28 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
16,668 | 8,332 | — | $ | 123.38 | 1/24/27 | 22,448 | 11,224 | — | $ | 217.39 | 1/22/29 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5,257 | 10,512 | — | $ | 192.00 | 1/23/28 | 2,788 | 5,574 | — | $ | 383.33 | 1/21/30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 11,122 | — | $ | 217.39 | 1/22/29 | — | 6,600 | — | $ | 441.51 | 7/27/31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 6,484 | — | $ | 429.39 | 10/15/31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Mehrabian | 15,000 | — | — | $ | 75.13 | 4/24/23 | 2,401 | (3) | $ | 835,116 | 7,925 | (4) | $ | 2,756,474 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aldo Pichelli | 20,000 | — | — | $ | 94.24 | 4/23/24 | 5,493 | (3) | $ | 2,399,837 | 3,856 | (4) | $ | 1,684,648 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
50,000 | — | — | $ | 94.24 | 4/23/24 | 5,328 | (5) | $ | 1,853,185 | 25,000 | — | — | $ | 78.40 | 1/26/26 | 2,237 | (5) | $ | 977,323 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
50,000 | — | — | $ | 78.40 | 1/26/26 | 4,795 | (6) | $ | 1,667,797 | 25,000 | — | — | $ | 123.38 | 1/24/27 | 2,102 | (6) | $ | 918,343 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
33,334 | 16,666 | — | $ | 123.38 | 1/24/27 | 9,906 | (7) | $ | 3,445,505 | 15,769 | — | — | $ | 192.00 | 1/23/28 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10,513 | 21,024 | — | $ | 192.00 | 1/23/28 | 7,416 | 3,706 | — | $ | 217.39 | 1/22/29 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 33,672 | — | $ | 217.39 | 1/22/29 | 2,478 | 4,955 | — | $ | 383.33 | 1/21/30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Susan L. Main | 12,000 | — | — | $ | 78.40 | 1/26/26 | 912 | (3) | $ | 317,212 | 1,635 | (4) | $ | 568,686 | 4,000 | — | — | $ | 78.40 | 1/26/26 | 1,703 | (3) | $ | 744,024 | 1,018 | (4) | $ | 444,754 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10,000 | 5,000 | — | $ | 123.38 | 1/24/27 | 1,099 | (5) | $ | 382,254 | 15,000 | — | — | $ | 123.38 | 1/24/27 | 603 | (5) | $ | 263,445 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3,154 | 6,307 | — | $ | 192.00 | 1/23/28 | 1,018 | (6) | $ | 354,081 | 9,461 | — | — | $ | 192.00 | 1/23/28 | 566 | (6) | $ | 247,280 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 10,102 | — | $ | 217.39 | 1/22/29 | 2,979 | (7) | $ | 1,036,156 | 6,736 | 3,366 | — | $ | 217.39 | 1/22/29 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2,251 | 4,500 | — | $ | 383.33 | 1/21/30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 5,328 | — | $ | 441.51 | 7/27/31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 554 | — | $ | 429.39 | 10/15/31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jason VanWees | 8,000 | — | — | $ | 94.24 | 4/23/24 | 695 | (3) | $ | 241,735 | 951 | (4) | $ | 330,777 | 8,900 | — | — | $ | 78.40 | 1/26/26 | 1,590 | (3) | $ | 694,655 | 954 | (4) | $ | 416,793 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
15,000 | — | — | $ | 123.38 | 1/24/27 | 565 | (5) | $ | 246,843 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9,461 | — | — | $ | 192.00 | 1/23/28 | 531 | (6) | $ | 231,989 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12,000 | — | — | $ | 78.40 | 1/26/26 | 639 | (5) | $ | 222,257 | 6,736 | 3,366 | — | $ | 217.39 | 1/22/29 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10,000 | 5,000 | — | $ | 123.38 | 1/24/27 | 954 | (6) | $ | 331,820 | 2,251 | 4,500 | — | $ | 383.33 | 1/21/30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3,154 | 6,307 | — | $ | 192.00 | 1/23/28 | 2,784 | (7) | $ | 968,331 | — | 5,328 | — | $ | 441.51 | 7/27/31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 10,102 | — | $ | 217.39 | 1/22/29 | — | 554 | — | $ | 429.39 | 10/15/31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Edwin Roks | 2,666 | — | — | $ | 78.40 | 1/26/26 | 428 | (3) | $ | 148,867 | 759 | (4) | $ | 263,995 | 2,666 | — | — | $ | 78.40 | 1/26/26 | 1,198 | (3) | $ | 523,394 | 651 | (4) | $ | 284,415 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10,000 | 5,000 | — | $ | 123.38 | 1/24/27 | 643 | (5) | $ | 223,648 | 15,000 | — | — | $ | 123.38 | 1/24/27 | 385 | (5) | $ | 168,203 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3,154 | 6,307 | — | $ | 192.00 | 1/23/28 | 651 | (6) | $ | 226,431 | 9,461 | — | — | $ | 192.00 | 1/23/28 | 362 | (6) | $ | 158,154 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 10,102 | — | $ | 217.39 | 1/22/29 | 2,097 | (7) | $ | 729,379 | 6,736 | 3,366 | — | $ | 217.39 | 1/22/29 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2,251 | 4,500 | — | $ | 383.33 | 1/21/30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 5,866 | — | $ | 441.51 | 7/27/31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 604 | — | $ | 429.39 | 10/15/31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Melanie S. Cibik | 12,000 | — | — | $ | 94.24 | 4/23/24 | 829 | (3) | $ | 288,343 | 995 | (4) | $ | 346,081 | 15,000 | — | — | $ | 123.38 | 1/24/27 | 1,554 | (3) | $ | 678,927 | 930 | (4) | $ | 406,308 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10,000 | 5,000 | — | $ | 123.38 | 1/24/27 | 669 | (5) | $ | 232,692 | 9,461 | — | — | $ | 192.00 | 1/23/28 | 550 | (5) | $ | 240,290 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3,154 | 6,307 | — | $ | 192.00 | 1/23/28 | 930 | (6) | $ | 323,473 | 6,736 | 3,366 | — | $ | 217.39 | 1/22/29 | 517 | (6) | $ | 225,872 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 10,102 | — | $ | 217.39 | 1/22/29 | 2,720 | (7) | $ | 946,070 | 2,251 | 4,500 | — | $ | 383.33 | 1/21/30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | 5,328 | — | $ | 441.51 | 7/27/31 |
68 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End (continued)
(1) | Stock option awards vest incrementally at a rate ofone-third per year, with full vesting at the third anniversary of the date of grant. Option awards where all or a portion of the award remain unvested at fiscalyear-end were granted on January |
(2) | Based on a closing share price of |
(3) | Represents remaining two installment |
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 55
Outstanding Equity Awards at FiscalYear-End(continued)
by us or who have retired. The |
|
|
Represents the maximum number of shares that the named executive could retain under the restricted stock award granted on January 22, 2019, if our three-year aggregate return to stockholders (as measured by our stock price) equals 100% or more of the Russell 1000 Index for the three-year performance period. |
Represents the |
(6) | Represents the maximum |
56 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 69 |
Option Exercises and Stock Vested
The following table sets forth information about stock options exercised by the named executives in fiscal year 20192021 and stock awards that vested or were paid in fiscal year 20192021 to the named executives.
Option Awards |
| Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Vesting | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) |
| Number of Shares Acquired on Vesting (#) | Value Vesting | ||||||||||||||||||||||||||||||||||||||
Aldo Pichelli
|
|
10,000
|
|
$
|
1,872,700
|
| 3,962 | (2) | $ | 876,632 | (4) | ||||||||||||||||||||||||||||||||||||
267 | (3) | $ | 59,076 | (5) | |||||||||||||||||||||||||||||||||||||||||||
Robert Mehrabian
|
|
—
|
|
|
—
|
| 11,468 | (2) | $ | 2,537,410 | (4) | — | — |
| 5,328 | (2) | $ | 2,073,498 | (4) | ||||||||||||||||||||||||||||
570 | (3) | $ | 126,118 | (5) | |||||||||||||||||||||||||||||||||||||||||||
5,348 | (6) | $ | 1,830,513 | (7) |
|
|
| 680 | (3) | $ | 242,767 | (5) | |||||||||||||||||||||||||||||||||||
Aldo Pichelli | 20,000 | $ | 6,896,555 |
| 1,838 | (2) | $ | 715,294 | (4) | ||||||||||||||||||||||||||||||||||||||
|
|
|
| 1,981 | (3) | $ | 707,237 | (5) | |||||||||||||||||||||||||||||||||||||||
Susan L. Main
|
|
24,000
|
|
$
|
4,795,996
|
| 2,354 | (2) | $ | 520,846 | (4) | — | — |
| 1,099 | (2) | $ | 427,698 | (4) | ||||||||||||||||||||||||||||
|
|
|
| 152 | (3) | $ | 54,266 | (5) | |||||||||||||||||||||||||||||||||||||||
217 | (3) | $ | 48,013 | (5) | |||||||||||||||||||||||||||||||||||||||||||
Jason VanWees
|
|
16,000
|
|
$
|
3,311,126
|
| 1,362 | (2) | $ | 301,356 | (4) | 1,300 | $ | 438,633 |
| 639 | (2) | $ | 248,680 | (4) | |||||||||||||||||||||||||||
696 | (3) | $ | 153,997 | (5) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
| 796 | (3) | $ | 284,180 | (5) | |||||||||||||||||||||||||||||||||||||||
Edwin Roks
|
|
—
|
|
|
—
|
| 1,098 | (2) | $ | 242,943 | (4) | — | — |
| 643 | (2) | $ | 250,236 | (4) | ||||||||||||||||||||||||||||
|
|
|
| 530 | (3) | $ | 189,215 | (5) | |||||||||||||||||||||||||||||||||||||||
429 | (3) | $ | 94,921 | (5) | |||||||||||||||||||||||||||||||||||||||||||
Melanie S. Cibik
|
|
14,000
|
|
$
|
2,743,114
|
| 1,424 | (2) | $ | 315,074 | (4) | 2,000 | $ | 711,520 |
| 669 | (2) | $ | 260,355 | (4) | |||||||||||||||||||||||||||
196 | (3) | $ | 43,367 | (5) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
| 137 | (3) | $ | 48,910 | (5) |
(1) | The value realized upon exercise of options reflects the price at which shares acquired upon exercise of the options were sold or valued for income tax purposes, net of the exercise price for acquiring the shares. |
(2) | Represents restricted stock granted on January |
(3) | Represents the |
and Miss Cibik were entitled to 2,832 shares, 2,747 shares, 852 shares, 600 shares and 778 shares, respectively. As a result of their elections, shares issuable to Dr. Mehrabian, Mr. Pichelli, |
(4) | Based on a closing share price of |
(5) | Based on a closing share price of |
|
|
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 57
70 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
The following table describes pension benefits provided to the named executives as of the end of our 20192021 fiscal year. For a discussion of the assumptions made in the valuation, please see Note 12 (Pension Plans and Postretirement Benefits) to the financial statements in our Annual Report on Form10-K. Ms. Main and Dr. Roks do not participate in any defined benefit pension plan sponsored by us and are not included as a named executivesexecutive for purposes of this Pension Benefits discussion. Dr. Roks, who is employed by Teledyne in The Netherlands, participates in a multi-employer defined contribution plan covering employees of the country’s metal industry on the same basis as other employees of Teledyne DALSA B.V. in The Netherlands. Employer contributions to this plan are included in the “All Other Compensation” column of the Summary Compensation Table.
Name
| Plan Name
| Number of
| Present
| Payments During ($)
| Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During ($) | ||||||||||||||||||||||||||||||
Robert Mehrabian | Teledyne Pension Plan | 22.17 | $ | 1,403,203 | — | |||||||||||||||||||||||||||||||||
| Pension Equalization/ | 15.33 | $ | 12,869,872 | — | |||||||||||||||||||||||||||||||||
| Benefit Restoration Plan |
|
|
| ||||||||||||||||||||||||||||||||||
| Supplemental Pension | 10 | $ | 4,241,895 | — | |||||||||||||||||||||||||||||||||
| (Employment Agreement) |
|
|
| ||||||||||||||||||||||||||||||||||
Aldo Pichelli |
Teledyne Pension Plan |
30.00 |
|
$1,358,107 |
|
— |
| Teledyne Pension Plan | 30 | $ | 1,327,778 | — | ||||||||||||||||||||||||||
Benefit Restoration/ | ||||||||||||||||||||||||||||||||||||||
Pension Equalization Plan
| 30.00
|
| $2,708,511
|
| —
| |||||||||||||||||||||||||||||||||
Robert Mehrabian |
Teledyne Pension Plan |
20.17 |
|
$1,062,125 |
|
— |
| |||||||||||||||||||||||||||||||
Pension Equalization/ | 15.33 | $9,870,473 | — | Benefit Restoration/ |
|
|
| |||||||||||||||||||||||||||||||
Benefit Restoration Plan | ||||||||||||||||||||||||||||||||||||||
Supplemental Pension | 10.00 | $4,146,366 | — | Pension Equalization Plan | 30 | $ | 2,654,787 | — | ||||||||||||||||||||||||||||||
(Employment Agreement)
| ||||||||||||||||||||||||||||||||||||||
Jason VanWees |
Teledyne Pension Plan |
20.42 |
|
$ 611,514 |
|
— |
| Teledyne Pension Plan | 22.42 | $ | 789,797 | — | ||||||||||||||||||||||||||
Benefit Restoration/ | ||||||||||||||||||||||||||||||||||||||
Pension Equalization Plan
| 15.58
|
| $ 456,599
|
| —
| Benefit Restoration/ |
|
|
| |||||||||||||||||||||||||||||
| Pension Equalization Plan | 15.58 | $ | 561,965 | — | |||||||||||||||||||||||||||||||||
Melanie S. Cibik |
Teledyne Pension Plan |
21.75 |
|
$1,014,310 |
|
— |
| Teledyne Pension Plan | 23.75 | $ | 1,258,099 | — | ||||||||||||||||||||||||||
Benefit Restoration/ | ||||||||||||||||||||||||||||||||||||||
Pension Equalization Plan
| 16.92
|
| $ 974,398
|
| —
| Benefit Restoration/ |
|
|
| |||||||||||||||||||||||||||||
| Pension Equalization Plan | 16.92 | $ | 1,118,863 | — |
Teledyne Technologies Incorporated Pension Plan
In connection with thespin-off of Teledyne as an independent company, we adopted the Teledyne Technologies Incorporated Pension Plan which covers substantially all U.S. employees hired prior to January 1, 2004. Effective January 1, 2004, new employees do not participate in the Pension Plan. Effective January 1, 2020, Teledyne divided its domestic qualified defined benefit pension plan. The restructuring involved splitting our domestic defined pension plan into two separate plans, one comprised largely of inactive participants and the other comprised largely of active participants (together, the “Pension Plans”). Of our named executives, Dr. Mehrabian, Mr. Pichelli, Mr. VanWees and Miss Cibik participate in our Pension Plans, with Dr. Mehrabian and Mr. Pichelli participating in the legacy pension plan and Mr. VanWees and Miss Cibik participating in the plan for active participants. The annual benefits payable under the Pension Plans to participating salaried employees retiring at or after age 65 is calculated under a formula which considers the participant’s compensation and years of service. The Internal Revenue Code limits the amounts payable to participants under a qualified pension plan.
The normal retirement age under the Pension Plans is generally age 65. Participants that have satisfied the Pension Plans’ eligibility requirements and terminate employment on or after their normal retirement date will
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 71 |
Pension Benefits (continued)
be eligible to receive a lifetime monthly income following termination of their employment. Generally, the basic retirement benefit is equal to one percent of a participant’s average monthly compensation up to monthly Social Security covered compensation, plus 1.65% of average monthly salary in excess of monthly Social Security
58 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Pension Benefits(continued)
covered compensation. This amount is then multiplied by the years of credited service completed by the participant, up to 30 years. In general, a participant that has achieved the age of 55 and has completed five years of service or has a vested accrued benefit is eligible for early retirement benefits under the Pension Plans. Early retirement benefits are reduced by an amount equal to 3 percent for each year that a participant’s early retirement date precedes his or her normal retirement date. Participants in the Pension Plans have the choice of different annuity types. Participants are prohibited from changing the annuity type elected once monthly benefit payments begin. In 2011, we approved a plan amendment to change the rate at which pension benefits will accrue on or after March 1, 2012, to reduce our pension benefit obligations. The pension benefit formula was changed from a “final average pay” calculation to a “career average pay” approach.
Dr. Mehrabian, Mr. Pichelli and Miss Cibik are currently eligible for either normal retirement or early retirement. A year of credited service is any year in which the participant has performed 1,000 or more service hours. None of the named executives have been granted extra years of credited service and it is our policy not to grant participants, including named executives, with extra years of credited service.
Pension Equalization/Benefit Restoration Plan
We have also adopted a Pension Equalization/Benefit Restoration Plan, which is designed to restore benefits which would be payable under the pension plan provisions but for the limits imposed by the Internal Revenue Code, to the levels calculated pursuant to the formulas contained in the pension plan provisions or for any monies deferred under the Teledyne Technologies Incorporated Executive Deferred Compensation Plan. The Pension Equalization/Benefit Restoration Plan provides that Teledyne will pay to the participant, without requirement for participant contribution upon his or her retirement, a retirement benefit equal to the difference between the maximum life annuity to which the participant would be entitled under the qualified Pension Plan upon his or her retirement, ignoring any limitations imposed by the Internal Revenue Code and including any compensation deferred under the Executive Deferred Compensation Plan, and the life annuity which is actually paid to the participant under the qualified Pension Plan after giving effect to the limitations imposed by the Internal Revenue Code and excluding any compensation deferred under the Executive Deferred Compensation Plan. On December 31, 2014, the Pension Equalization/Benefit Restoration Plan was amended to freeze accruals under the plan effective February 28, 2015.
Employment Agreement with Dr. Mehrabian
The employment agreement with Dr. Mehrabian provides him with anon-qualified supplemental pension arrangement under which we will pay monthly cash payments to Dr. Mehrabian starting six months following his retirement and for a period of ten years, as supplemental payments to any accrued pension under our qualified Pension Plan and our Pension Equalization Plan, an amount equal to 50 percent of his base salary as in effect for 2018 (which was $995,000). Effective July 31, 2007, the number of years of credited service under this supplemental pension equalization plan reached the maximum number of ten years; as a result, no additional years of service will be credited under this plan.
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 59
72 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Nonqualified Deferred Compensation
The following table sets forth information about the participation of named executives in the Executive Deferred Compensation Plan in 2019.2021. Dr. Mehrabian, Mr. VanWees, Dr. Roks and Miss Cibik do not participate in the Executive Deferred Compensation Plan.
Name
| Executive
| Registrant
| Aggregate
| Aggregate
| Aggregate Balance at 12/31/19 ($)(1)
| Executive
| Registrant
| Aggregate
| Aggregate
| Aggregate Balance at 1/2/2022 ($)
| |||||||||||||||||||||||||||
Susan L. Main
|
| —
|
|
| —
|
|
| $246,259
|
|
| —
|
|
| $1,435,307
|
| — | — | $234,408 | — | $1,833,430 | |||||||||||||||||
Aldo Pichelli
|
| —
|
|
| —
|
|
| $346,988
|
|
| —
|
|
| $1,953,469
|
| — | — | $299,107 | — | $2,646,800 |
(1) | The amounts in this column were reported as compensation to the named executive in the Summary Compensation Table for |
The Teledyne Executive Deferred Compensation plan is a voluntary,non-tax qualified, unfunded deferred compensation plan available to all employees earning $100,000 or more per year for providing deferred compensation, and thus potential tax benefits, to these employees.
A participant in the Deferred Compensation Plan may elect to defer up to 100% of his or her salary and up to 100% of his or her AIP bonus for a calendar year. As participants defer funds into the Deferred Compensation Plan, premiums in the amount of the deferrals are deposited in life insurance contracts. Participants make deemed investment choices in funds underlying life insurance contracts. Upon retirement or termination, a participant receives his or her account balance. A participant can also receive his or her benefits prior to retirement or termination bypre-selecting a distribution date that is no less than three calendar years after the end of the year for which the election is made. A participant may elect to receive an amount equal to 90% of his or her account balance prior to his or her payment eligibility date. A participant may change daily his or her investment designations. Deferral elections with respect to annual salaries are irrevocable, except that a participant may elect to increase, decrease or terminate his or her salary deferral earned during a calendar year by filing a new election on or before December 31 of the preceding calendar year. Deferral elections with respect to AIP bonuses are irrevocable and must be made each calendar year.
60 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 73 |
Directors who are also our employees do not receive any compensation for their services on our Board or its committees. In 2019,2021, directors who are not also our employees(non-employee (non-employee directors) arewere paid an annual cash retainer of $110,000 in two equal installments in January and July. In addition, following each Annual Meeting of Stockholders,non-employee directors each receivereceived restricted stock units valued at $110,000 (or$130,000. Mr. Morales, who was appointed as a director in October 2021, received restricted stock units valued at $55,000 for an individual who becomes a director for$65,000 upon joining the first time after the date of the Annual Meeting).Board. The restricted stock units generally vest one year following the date of grant and are settled in shares of common stock on the date of vesting unless a director has elected to defer settlement of the award until his or her separation from Board service. The restricted stock units also vest upon a change in control or the director’s separation from Board service for any reason, other than for removal. Effective as of the 2022 Annual Meeting, directors will receive restricted stock units valued at $170,000 (or valued at $85,000 for an individual who becomes a director for the first time after the date of the 2022 Annual Meeting).
In 2019,2021, the chair of the Audit Committee was paid an annual fee of $20,000, each chair of the Personnel and Compensation Committee and Nominating and Governance Committee was paid an annual fee of $12,500 and our lead director was paid an annual fee of $25,000. Our Nominating and Governance Committee reviews director compensation on an annual basis, which includes reviewing data on director compensation at peer companies provided by the Committee’s independent compensation consultant. Beginning in 2022, our lead director will be paid an annual fee of $30,000 and the Chair of the Personnel and Compensation Committee will be paid an annual fee of $15,000.
Under the terms of our stockholder-approved Amended and Restated 2014 Incentive Award Plan, ournon-employee directors aggregate annual cash and equity compensation is limited to a maximum of $750,000.$750,000 during any calendar year.
Under our stock ownership guidelines, eachnon-employee director is expected to own shares of Teledyne common stock equal in market value to at least fourfive times the amount of the annual retainer. Directorsretainer ($550,000). Except for new directors, directors are expected to attain the minimum level of target ownership by the end of calendar year 2021; until the end of calendar year 2021, eachnon-employee director is expected to own shares of Teledyne common stock equal in market value to at least three times the amount of the annual retainer.2021. A new director is expected to attain the minimum level of target ownership within a period of five years from the date he or she first becomes a director of the Company. Once achieved, the minimum level of stock ownership must be maintained for so long as thenon-employee director retains his or her seat on the Board.
74 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Director Compensation (continued)
The following table sets forth a summary of the compensation we paid to ournon-employee directors in 2019.2021.
Name
| Fees
| Stock
| Option
| Non-Equity
| Change in
| All Other
| Total ($)
| ||||||||||||||||||||||||||||
Roxanne S. Austin | $ | 110,000 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 220,000 | |||||||||||||||||||||
Denise R. Cade | $ | 48,400 | $ | 55,000 |
| — |
| — |
| — |
| — | $ | 103,400 | |||||||||||||||||||||
Charles Crocker | $ | 122,500 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 232,500 | |||||||||||||||||||||
Kenneth C. Dahlberg | $ | 110,000 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 220,000 | |||||||||||||||||||||
Simon M. Lorne | $ | 130,000 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 240,000 | |||||||||||||||||||||
Robert A. Malone | $ | 110,000 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 220,000 | |||||||||||||||||||||
Paul D. Miller | $ | 110,000 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 220,000 | |||||||||||||||||||||
Jane C. Sherburne | $ | 110,000 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 220,000 | |||||||||||||||||||||
Michael T. Smith | $ | 147,500 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 257,500 | |||||||||||||||||||||
Wesley W. von Schack | $ | 110,000 | $ | 110,000 |
| — |
| — |
| — |
| — | $ | 220,000 |
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 61
Director Compensation(continued)
Name
| Fees
| Stock
| Option
| Non-Equity
| Change in
| All Other
| Total ($)
| ||||||||||||||||||||||||||||
Roxanne S. Austin(2) | $ | 55,000 |
| — |
| — |
| — |
| — |
| — | $ | 55,000 | |||||||||||||||||||||
Charles Crocker | $ | 122,500 | $ | 130,000 |
| — |
| — |
| — |
| — | $ | 252,500 | |||||||||||||||||||||
Kenneth C. Dahlberg | $ | 110,000 | $ | 130,000 |
| — |
| — |
| — |
| — | $ | 240,000 | |||||||||||||||||||||
Michelle A. Kumbier | $ | 110,000 | $ | 130,000 |
| — |
| — |
| — |
| — | $ | 240,000 | |||||||||||||||||||||
Simon M. Lorne | $ | 130,000 | $ | 130,000 |
| — |
| — |
| — |
| — | $ | 260,000 | |||||||||||||||||||||
Robert A. Malone | $ | 110,000 | $ | 130,000 |
| — |
| — |
| — |
| — | $ | 240,000 | |||||||||||||||||||||
Vincent J. Morales | $ | 18,384 | $ | 65,000 |
| — |
| — |
| — |
| — | $ | 83,384 | |||||||||||||||||||||
Jane C. Sherburne | $ | 110,000 | $ | 130,000 |
| — |
| — |
| — |
| — | $ | 240,000 | |||||||||||||||||||||
Denise R. Singleton | $ | 110,000 | $ | 130,000 |
| — |
| — |
| — |
| — | $ | 240,000 | |||||||||||||||||||||
Michael T. Smith | $ | 147,500 | $ | 130,000 |
| — |
| — |
| — | $ | 5,806 | (3) | $ | 283,306 | ||||||||||||||||||||
Wesley W. von Schack | $ | 110,000 | $ | 130,000 |
| — |
| — |
| — |
| — | $ | 240,000 |
(1) | Each director received |
(2) | Ms. Austin retired from our Board of Directors effective April 28, 2021. |
(3) | Represents death benefit under the Teledyne Technologies Incorporated Executive Deferred Compensation Plan. |
The following table sets forth the aggregate number of stock options (all are vested), restricted stock units (RSUs) and phantom stock held by our directors as of December 29, 2019.January 2, 2022.
Name | Option Awards | RSU Awards | Phantom Stock Awards | Option Awards | RSU Awards | Phantom Stock Awards | ||||||||||||||||||||||||
Roxanne S. Austin | 16,000 | 2,829 | — | |||||||||||||||||||||||||||
Denise R. Cade | — | 195 | — | |||||||||||||||||||||||||||
Charles Crocker | 16,000 | 1,008 | 451 | 12,000 | 856 | 451 | ||||||||||||||||||||||||
Kenneth C. Dahlberg | 24,289 | 440 | — | 12,935 | 288 | — | ||||||||||||||||||||||||
Michelle A. Kumbier | — | 450 | — | |||||||||||||||||||||||||||
Simon M. Lorne | 42,479 | 1,008 | 1,049 | 13,567 | 1,649 | 1,049 | ||||||||||||||||||||||||
Robert A. Malone | — | 440 | — | — | 288 | — | ||||||||||||||||||||||||
Paul D. Miller | 9,475 | 440 | 3,606 | |||||||||||||||||||||||||||
Vincent J. Morales | — | 144 | — | |||||||||||||||||||||||||||
Jane C. Sherburne | 2,000 | 440 | — | 2,000 | 288 | — | ||||||||||||||||||||||||
Michael T. Smith | 18,247 | 440 | 781 | 14,247 | 288 | 1,245 | ||||||||||||||||||||||||
Denise R. Singleton | — | 483 | — | |||||||||||||||||||||||||||
Wesley W. von Schack | 2,000 | 1,827 | — | — | 2,468 | — |
62 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 75 |
Potential Payments Upon Termination or a
Change in Control
Change in Control Severance Agreements
Each of the named executives as well as fivethree other executives, is a party to a Change in Control Severance Agreement with the Company. The Agreements have a three-year, automatically renewing term. The executive is entitled to severance benefits if (1) there is a change in control of the Company and (2) within three months before or 24 months after the change in control, either we terminate the executive’s employment for reasons other than cause or the executive terminates his or her employment for good reason. “Severance benefits” for the named executives currently consist of:
A cash payment equal to three times (in the case of Dr. Mehrabian) or two times (in the case of the other named executives) the sum of (i) the executive’s highest annual base salary within the year preceding the change in control and (ii) the Annual Incentive Plan bonus target for the year in which the change in control occurs or the average actual bonus payout for the three years immediately preceding the change in control, whichever is higher.
A cash payment for the current Annual Incentive Plan bonus cycle based on the fraction of the year worked times the Annual Incentive Plan target objectives at 100% (with payment of the prior year bonus if not yet paid).
Payment in cash for unpaid PSPperformance plan awards, assuming applicable goals are met at 120% of performance (100% in the case of performance targets in Dr. Roks’ agreement)Roks).
Continued equivalent health and welfare (e.g., medical, dental, vision, life insurance and disability) benefits at our expense for a period of up to 36 months in some agreements (including Dr. Mehrabian, Mr. VanWees and Miss Cibik) or 24 months in some agreements (including Mr. Pichelli, Dr. Roks and Ms. Main and Dr. Roks)Main) after termination (with the executive bearing any portion of the cost the executive bore prior to the change in control); provided, however, such benefits would be discontinued to the extent the executive receives similar benefits from a subsequent employer.
Removal of restrictions on performance-based restricted stock issued under our restricted stock award programs.
Full vesting under the Company’s pension plans (within legal parameters) such that the executive shall be entitled to receive the full accrued benefit under all such plans in effect as of the date of the change in control, without any actuarial reduction for early payment.
Reimbursement for actual professional outplacement services of up to $25,000 in some agreements (including Dr. Mehrabian, Mr. VanWees and Miss Cibik) and $15,000 in some agreements (including Mr. Pichelli, Dr. Roks and Ms. Main and Dr. Roks)Main).
Immediate vesting of all stock options, with options being exercisable for the full remainder of the term.
In the event amounts under the agreements constitute an “excess parachute” payment as defined in Section 280G of the Internal Revenue Code, the executive will receive the better of, on anafter-tax basis, (a) the unreduced excess parachute payment with no tax gross up payment, or (b) a parachute payment reduced to a level below which an excise tax is imposed.
For the purposes of the Change in Control Severance Agreement, a “change in control” will generally be deemed to occur if (1) the Company acquires actual knowledge that any person or group of persons acting together has acquired the beneficial ownership of securities of the Company entitling such person to 20% or more of the voting power of the Company, (2) a tender offer to acquire 20% or more of the voting power of the Company is completed, (3) a successful third party proxy solicitation is made relating to the election or removal of 50% or more of the members of the Board or any class of the Board, or (4) a merger, consolidation, share exchange, division or sale or other disposition of assets of the Company occurs as a result of which the stockholders of the Company immediately prior to such transaction do not hold, immediately following such transaction, a majority of the voting power of the surviving, acquiring or resulting corporation.
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 63
76 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Potential Payments Upon Termination or a Change in Control(continued)
The paragraphs below explain the impact on our executive compensation programs for named executives of various change in control and termination scenarios other than a termination that would trigger the benefits under the Change in Control Severance Agreements.
Annual Incentive Plan
The following is a summary of the terms of awards under our Annual Incentive Plan related to the treatment of awards upon termination of employment:
If a participant’s employment is terminated before the end of a plan year for reason of death, disability, or normal or early retirement, the award will be calculated at the end of the plan year, based on their actual salary earned during the plan year, provided they were with the Company for at least six months during the plan year.
If a participant’s employment is terminated during the plan year for any other reason, no award will be paid for the plan year.
Stock Options
The following table summarizes the terms of awards under our incentive plans related to the treatment of stock options upon termination of employment or upon a change in control:
Change in Control or Termination Event | Treatment of Unvested Awards | Time to Exercise Vested Awards | ||
Change in Control | Awards Fully Vest* | Remainder of Term* | ||
Death | Awards Fully | 12 Months | ||
Disability | Continued Vesting | Remainder of | ||
Retirement | Forfeiture** | Remainder of Term | ||
Other |
| |||
|
|
| ||
|
|
| ||
|
| 30 Days** |
* | Unless options are assumed or replaced by the successor company. |
** | The Mehrabian Employment Agreement and Pichelli Employment Agreement provide that, starting with option grants made in 2019, in the event of separation of service by Dr. Mehrabian or Mr. Pichelli for any reason other than death, outstanding stock options shall continue to vest and may be exercised for the remainder of the option term. |
Performance Share Program
In the event of a change in control not followed by termination, or where a participant terminates employment because of retirement or disability, his or her performance share plan participation will bepro-rated based on the number of full months of employment during the cycle, divided by 36. Awards for retired participants are paid at the same time as awards are paid to active participants. On a change in control not followed by termination, awards are paid thirty days following the change in control event. If a participant terminates employment for any other reason, the current cycle’s incentive and any prior cycle’s incentive will be forfeited unless deemed otherwise by the Personnel and Compensation Committee.
Restricted Stock Award Program
During the restricted period, performance-based restricted stock will be forfeited upon a participant’s termination of employment. However, if the participant dies, becomes disabled or retires prior to the expiration of the applicable performance cycle, the amount of the participant’s restricted stock that is not subject to forfeiture at the end of the performance cycle will bepro-rated for the portion of the performance cycle completed by the participant prior to his death, disability or retirement and that amount will become vested at the end of the performance cycle. In the event of a change in control, all restrictions applicable to the restricted stock award will terminate fully.
64 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 77 |
Potential Payments Upon Termination or a Change in Control(continued)
Potential Termination Payments
The following table sets forth the potential payments upon a change in control and termination following a change of control, retirement, resignation or termination or death or disability of the named executives as of December 29, 2019,January 2, 2022, the last business day of our 20192021 fiscal year, assuming the change in control or termination event had taken place on December 29, 2019.January 2, 2022. The amounts shown include amounts earned through December 29, 2019,January 2, 2022, other than pension benefits, and are estimates of the amounts which would be paid out to the executives upon their termination following a termination event. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company, and such amounts may be subject tore-negotiation at the time of actual termination. Estimated monthly pension benefits for named executives upon retirement or termination following a change in control are described at the end of this section. Any amounts paid following termination or a change in control may be delayed for up to six months to comply with provisions of Section 409A of the Internal Revenue Code.
Robert Mehrabian
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||
Cash Severance | $ | 8,250,000 | — | — | — | |||||||||||||||
Bonus Payment | $ | 1,884,600 | (2) | — | $ | 1,884,600 | $ | 1,884,600 | ||||||||||||
Value of Unvested Stock Options | $ | 2,810,841 | (3) | — | (4) | $ | 2,780,349 | $ | 2,810,841 | (5) | ||||||||||
Value of Unvested Restricted Stock | $ | 4,227,348 | (6) | $ | 4,227,348 | (6) | $ | 3,170,739 | (7) | $ | 3,170,739 | (7) | ||||||||
Value of Unpaid Performance Program Amounts | $ | 6,624,929 | (8) | $ | 4,068,306 | (8) | $ | 4,157,525 | (9) | $ | 608,705 | (10) | ||||||||
Welfare Benefit Values | $ | 37,369 | — | — | — | |||||||||||||||
Outplacement | $ | 25,000 | — | — | — | |||||||||||||||
Reduction to Avoid Excise Tax | — | — | — | — | ||||||||||||||||
Payments | $ | 23,860,087 | $ | 8,295,654 | $ | 11,993,213 | $ | 8,474,885 |
Aldo Pichelli
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||
Cash Severance
| $
| 3,360,000
|
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Bonus Payment
| $
| 1,125,300
| (2)
|
| —
|
| $
| 1,125,300
|
| $
| 1,125,300
|
| ||||||||
Value of Unvested Stock Options
| $
| 4,959,060
| (3)
|
| —
| (4)
| $
| 1,450,642
|
| $
| 4,959,060
| (5)
| ||||||||
Value of Unvested Restricted Stock
| $
| 2,932,123
| (6)
| $
| 2,932,123
| (6)
| $
| 1,799,645
| (7)
| $
| 1,799,645
| (7)
| ||||||||
Value of Unpaid Performance Share Program Amounts
| $
| 4,182,149
| (8)
| $
| 1,730,927
| (10)
| $
| 1,653,748
| (11)
|
| —
|
| ||||||||
Welfare Benefit Values
| $
| 24,051
|
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Outplacement
| $
| 15,000
|
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Reduction to Avoid Excise Tax
|
| (1,285,647
| )
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Payments
| $
| 15,312,036
|
| $
| 4,663,050
|
| $
| 6,029,335
|
| $
| 7,884,005
|
|
Robert Mehrabian
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||
Cash Severance | $ | 3,360,000 | — | — | — | |||||||||||||||
Bonus Payment | $ | 1,021,800 | (2) | — | $ | 1,021,800 | $ | 1,021,800 | ||||||||||||
Value of Unvested Stock Options | $ | 1,078,857 | (3) | — | (4) | $ | 265,390 | $ | 1,078,857 | (5) | ||||||||||
Value of Unvested Restricted Stock | $ | 3,580,314 | (6) | $ | 3,580,314 | (6) | $ | 2,641,090 | (7) | $ | 2,641,090 | (7) | ||||||||
Value of Unpaid Performance Program Amounts | $ | 5,050,799 | (8) | $ | 3,717,465 | (8) | $ | 3,760,335 | (9) | $ | 317,453 | (10) | ||||||||
Welfare Benefit Values | $ | 26,513 | — | — | — | |||||||||||||||
Outplacement | $ | 15,000 | — | — | — | |||||||||||||||
Reduction to Avoid Excise Tax | — | — | — | — | ||||||||||||||||
Payments | $ | 14,133,283 | $ | 7,297,779 | $ | 7,688,615 | $ | 5,059,200 |
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||
Cash Severance
| $
| 7,432,100
|
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Bonus Payment
| $
| 1,526,800
| (2)
|
| —
|
| $
| 1,526,800
|
| $
| 1,526,800
|
| ||||||||
Value of Unvested Stock Options
| $
| 11,408,569
| (3)
|
| —
| (4)
| $
| 4,391,839
|
| $
| 11,408,569
| (5)
| ||||||||
Value of Unvested Restricted Stock and Restricted Stock Units
| $
| 6,277,455
| (6)
| $
| 6,277,455
| (6)
| $
| 4,502,600
| (7)
| $
| 4,502,600
| (7)
| ||||||||
Value of Unpaid Performance Share Program Amounts
| $
| 4,867,426
| (8)
| $
| 2,340,760
| (10)
| $
| 2,263,179
| (11)
|
| —
|
| ||||||||
Welfare Benefit Values
| $
| 33,726
|
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Outplacement
| $
| 25,000
|
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Reduction to Avoid Excise Tax
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Payments
| $
| 31,571,076
|
| $
| 8,618,215
|
| $
| 12,684,418
|
| $
| 17,437,969
|
|
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 65
78 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Potential Payments Upon Termination or a Change in Control(continued)
Susan L. Main
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||||||||||||||||||
Cash Severance
| $
| 1,881,733
|
|
| —
|
|
| —
|
|
| —
|
| $ | 1,908,000 | — | — | — | |||||||||||||||||||||||
Bonus Payment
|
$
|
450,400
|
(2)
|
| —
|
| $
| 450,400
|
| $
| 450,400
|
| $ | 604,100 | (2) | — | $ | 604,100 | $ | 604,100 | ||||||||||||||||||||
Value of Unvested Stock Options
| $
| 3,422,613
| (3)
|
| —
| (4)
|
| —
|
| $
| 3,422,613
| (5)
| $ | 984,012 | (3) | — | (4) | — | $ | 984,012 | (5) | |||||||||||||||||||
Value of Unvested Restricted Stock
| $
| 1,305,021
| (6)
| $
| 1,305,021
| (6)
| $
| 932,086
| (7)
| $
| 932,086
| (7)
| $ | 955,478 | (6) | $ | 955,478 | (6) | $ | 702,482 | (7) | $ | 702,482 | (7) | ||||||||||||||||
Value of Unpaid Performance Share Program Amounts
| $
| 1,549,517
| (8)
| $
| 789,684
| (10)
| $
| 768,002
| (11)
|
| —
|
| ||||||||||||||||||||||||||||
Value of Unpaid Performance Program Amounts | $ | 1,526,356 | (8) | $ | 1,145,896 | (8) | $ | 1,157,934 | (9) | $ | 90,584 | (10) | ||||||||||||||||||||||||||||
Welfare Benefit Values
| $
| 23,065
|
|
| —
|
|
| —
|
|
| —
|
| $ | 25,518 | — | — | — | |||||||||||||||||||||||
Outplacement
| $
| 15,000
|
|
| —
|
|
| —
|
|
| —
|
| $ | 15,000 | — | — | — | |||||||||||||||||||||||
Reduction to Avoid Excise Tax
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| — | — | — | — | ||||||||||||||||||||||||
Payments
| $
| 8,647,349
|
| $
| 2,094,705
|
| $
| 2,150,488
|
| $
| 4,805,099
|
| $ | 6,018,464 | $ | 2,101,374 | $ | 2,464,516 | $ | 2,381,178 |
Jason VanWees
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||
Cash Severance | $ | 1,926,000 | — | — | — | |||||||||||||||
Bonus Payment | $ | 576,600 | (2) | — | — | $ | 576,600 | |||||||||||||
Value of Unvested Stock Options | $ | 984,012 | (3) | — | (4) | — | $ | 984,012 | (5) | |||||||||||
Value of Unvested Restricted Stock | $ | 895,625 | (6) | $ | 895,625 | (6) | — | $ | 658,376 | (7) | ||||||||||
Value of Unpaid Performance Program Amounts | $ | 1,452,712 | (8) | $ | 1,075,000 | (8) | — | $ | 89,929 | (10) | ||||||||||
Welfare Benefit Values | $ | 22,649 | — | — | — | |||||||||||||||
Outplacement | $ | 25,000 | — | — | — | |||||||||||||||
Reduction to Avoid Excise Tax | — | — | — | — | ||||||||||||||||
Payments | $ | 5,882,598 | $ | 1,970,625 | — | $ | 2,308,917 |
Edwin Roks
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||
Cash Severance |
$ |
1,739,331 |
|
|
— |
|
|
— |
|
|
— |
| ||||||||
Bonus Payment |
$ |
379,700 |
(2) |
|
— |
|
$ |
379,700 |
|
$ |
379,700 |
| ||||||||
Value of Unvested Stock Options |
$ |
3,422,613 |
(3) |
|
— |
(4) |
|
— |
|
$ |
3,422,613 |
(5) | ||||||||
Value of Unvested Restricted Stock |
$ |
1,598,929 |
(6) |
$ |
1,598,929 |
(6) |
$ |
482,807 |
(7) |
$ |
482,807 |
(7) | ||||||||
Value of Unpaid Performance Share Program Amounts |
$ |
1,970,225 |
(9) |
$ |
459,682 |
(10) |
$ |
444,424 |
(11) |
|
— |
| ||||||||
Welfare Benefit Values |
$ |
11,504 |
|
|
— |
|
|
— |
|
|
— |
| ||||||||
Outplacement |
$ |
15,000 |
|
|
— |
|
|
— |
|
|
— |
| ||||||||
Reduction to Avoid Excise Tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||
Payments |
$ |
9,137,302 |
|
$ |
2,058,611 |
|
$ |
1,306,931 |
|
$ |
4,285,120 |
|
Jason VanWees
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||
Cash Severance | $ | 1,702,637 | — | — | — | |||||||||||||||
Bonus Payment | $ | 639,400 | (2) | — | $ | 639,400 | $ | 639,400 | ||||||||||||
Value of Unvested Stock Options | $ | 984,387 | (3) | — | (4) | — | $ | 984,387 | (5) | |||||||||||
Value of Unvested Restricted Stock | $ | 610,772 | (6) | $ | 610,772 | (6) | $ | 449,058 | (7) | $ | 449,058 | (7) | ||||||||
Value of Unpaid Performance Program Amounts | $ | 1,064,821 | (8) | $ | 856,709 | (8) | $ | 874,799 | (9) | $ | 123,874 | (10) | ||||||||
Welfare Benefit Values | $ | — | — | — | — | |||||||||||||||
Outplacement | $ | 15,000 | — | — | — | |||||||||||||||
Reduction to Avoid Excise Tax | — | — | — | — | ||||||||||||||||
Payments | $ | 5,017,017 | $ | 1,467,481 | $ | 1,963,257 | $ | 2,196,719 |
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||
Cash Severance |
$ |
1,718,931 |
|
|
�� |
|
|
— |
|
|
— |
| ||||||||
Bonus Payment |
$ |
438,500 |
(2) |
|
— |
|
|
— |
|
$ |
438,500 |
| ||||||||
Value of Unvested Stock Options |
$ |
3,422,613 |
(3) |
|
— |
(4) |
|
— |
|
$ |
3,422,561 |
(5) | ||||||||
Value of Unvested Restricted Stock |
$ |
884,854 |
(6) |
$ |
884,854 |
(6) |
|
— |
|
$ |
582,468 |
(7) | ||||||||
Value of Unpaid Performance Share Program Amounts |
$ |
1,376,865 |
(8) |
$ |
666,975 |
(10) |
|
— |
|
|
— |
| ||||||||
Welfare Benefit Values |
$ |
20,550 |
|
|
— |
|
|
— |
|
|
— |
| ||||||||
Outplacement |
$ |
25,000 |
|
|
— |
|
|
— |
|
|
— |
| ||||||||
Reduction to Avoid Excise Tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||
Payments |
$ |
7,887,313 |
|
$ |
1,551,829 |
|
|
— |
|
$ |
4,443,529 |
|
66 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 79 |
Potential Payments Upon Termination or a Change in Control(continued)
Melanie S. Cibik
Type of Benefit | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | Change in Control (followed by termination) | Change in Control (no termination) | Retirement or Voluntary Termination(1) | Death or Disability | ||||||||||||||||||||||||||||||||
Cash Severance
|
$ |
1,551,400 |
|
|
— |
|
|
— |
|
|
— |
| $ | 1,680,000 | — | — | — | |||||||||||||||||||||||
Bonus Payment
|
$ |
328,900 |
(2) |
|
— |
|
$ |
328,900 |
|
$ |
328,900 |
| $ | 458,500 | (2) | — | $ | 458,500 | $ | 458,500 | ||||||||||||||||||||
Value of Unvested Stock Options
|
$ |
3,422,613 |
(3) |
|
— |
(4) |
|
— |
|
$ |
3,422,613 |
(5) | $ | 979,857 | (3) | — | (4) | — | $ | 979,857 | (5) | |||||||||||||||||||
Value of Unvested Restricted Stock
|
$ |
902,245 |
(6) |
$ |
902,245 |
(6) |
$ |
601,914 |
(7) |
$ |
601,914 |
(7) | $ | 872,469 | (6) | $ | 872,469 | (6) | $ | 641,491 | (7) | $ | 641,491 | (7) | ||||||||||||||||
Value of Unpaid Performance Share Program Amounts
|
$ |
1,412,209 |
(8) |
$ |
718,542 |
(10) |
$ |
698,748 |
(11) |
|
— |
| ||||||||||||||||||||||||||||
Value of Unpaid Performance Program Amounts | $ | 1,390,583 | (8) | $ | 1,045,378 | (8) | $ | 1,056,287 | (9) | $ | 82,190 | (10) | ||||||||||||||||||||||||||||
Welfare Benefit Values
|
$ |
34,435 |
|
|
— |
|
|
— |
|
|
— |
| $ | 38,114 | — | — | — | |||||||||||||||||||||||
Outplacement
|
$ |
25,000 |
|
|
— |
|
|
— |
|
|
— |
| $ | 25,000 | — | — | — | |||||||||||||||||||||||
Reduction to Avoid Excise Tax
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| — | — | — | — | ||||||||||||||||||||||||
Payments |
$ |
7,676,802 |
|
$ |
1,620,787 |
|
$ |
1,629,562 |
|
$ |
4,353,427 |
| $ | 5,444,523 | $ | 1,917,847 | $ | 2,156,278 | $ | 2,162,038 |
(1) | Each of the named executives, except for Jason VanWees, was retirement eligible on |
(2) | Represents actual |
(3) | Represents the number of all unvested stock options as of |
(4) | Assumes that unvested stock options are assumed or replaced by acquirer or otherwise remain outstanding. |
(5) | Represents the number of all unvested stock options as of |
(6) | Represents the number of unvested shares of restricted stock and restricted stock units granted in |
(7) | Represents the present value of unvested restricted stock granted in |
(8) | Represents the sum of (1) the remaining |
|
(9) | Represents the sum of (1) the present value of the remaining |
|
Represents |
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 67
80 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Potential Payments Upon Termination or a Change in Control(continued)
The following table sets forth each named executive’s monthly pension benefit under the Teledyne Pension Plan and the Teledyne Pension equalization/benefit restoration Plan assuming a change of control had taken place at the end of 20192021 and assuming each named executive had elected payment in the form of a single life annuity. The table shows the monthly payment the named executive would receive without a change in control and the additional amounts, if any, that result from a change in control. Ms. Main and Dr. Roks do not participate in Teledyne’s domestic pension plan.plans.
Teledyne Pension Plan Benefit as of Fiscal Year | Additional Amounts Resulting from Change in Control | Benefit Restoration/ Pension Equalization Plan Benefit as of Fiscal Year | Additional Amounts Resulting from Change in Control | Total Monthly Payment following a Change in Control as of Fiscal Year | |||||||||||||||||||||||||||||||||||||||||
Teledyne Pension Plan Benefit as of 12/29/19 | Additional Amounts Resulting from Change in Control | Benefit Restoration/ Pension Equalization Plan Benefit as of 12/29/19 | Additional Amounts Resulting from Change in Control | Total Monthly Payment following a Change in Control as of 12/29/19 | |||||||||||||||||||||||||||||||||||||||||
Robert Mehrabian(1) | $ | 10,715 |
| — | $ | 99,573 |
| — | $ | 110,288 | $ | 15,261 |
|
| — |
| $ | 139,746 |
|
| — |
| $ | 155,007 |
| ||||||||||||||||||||
Aldo Pichelli | $ | 8,812 |
| — | $ | 17,574 |
| — | $ | 26,386 | $ | 8,812 |
|
| — |
| $ | 17,574 |
|
| — |
| $ | 26,386 |
| ||||||||||||||||||||
Melanie Cibik | $ | 5,636 | $ | 975 | $ | 5,414 | $ | 937 | $ | 12,962 | $ | 6,667 |
| $ | 640 |
| $ | 5,795 |
| $ | 556 |
| $ | 13,658 |
| ||||||||||||||||||||
Jason VanWees |
| — | $ | 6,221 |
| — | $ | 4,645 | $ | 10,866 |
| — |
| $ | 6,917 |
|
| — |
| $ | 4,718 |
| $ | 11,635 |
|
(1) | In addition, the annual pension benefit payable to Dr. Mehrabian under the supplemental pension arrangement contained in his employment agreement following termination from employment at |
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 81 |
20192021 Median Employee to CEO Pay Ratio
Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to calculate and disclose the ratio of the total annual compensation of the median employee as compared to the total annual compensation of our Chief Executive Officer. The ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described below.
We identified the median compensated employee using our employee population on December 30, 2018. As31, 2021. In determining the median compensated employee, we used annual base pay, actual bonus paid, and overtime pay for the fiscal year ended January 2, 2022. We also annualized the compensation for permanent employees who were employed for less than the full fiscal year. Also, as permitted by SEC rules, we are usingexcluded 729 employees in 28 countries (representing not more than 5% of our workforce). We excluded the samefollowing number of employees from the following countries in the identification of the median compensated employee who we identified in 2018. Excluding employees who joined Teledyne as a result of acquisitions in 2019 (as permitted by SEC rules), there has been no significant change in our employee population, employee demographic profile or compensation policies between 2018 and 2019. In making this determination we excluded 819 employees who joined Teledyne from our 2019 acquisitions of Micralyne, Inc., the Scientific Imaging business acquired from Roper Technologies, Inc. and the Gas and Flame Detection business acquired from 3M Company.employee:
Denmark | 126 | Malaysia | 9 | |||||||||||
Spain | 114 | Mexico | 9 | |||||||||||
Japan | 65 | Switzerland | 7 | |||||||||||
India | 47 | Finland | 6 | |||||||||||
Israel | 45 | Czech Republic | 5 | |||||||||||
Italy | 43 | Thailand | 3 | |||||||||||
UAE | 42 | Ireland | 2 | |||||||||||
Taiwan | 41 | Saudi Arabia | 2 | |||||||||||
Brazil | 38 | Turkey | 2 | |||||||||||
Korea | 34 | Russia | 2 | |||||||||||
Australia | 27 | Austria | 2 | |||||||||||
Iceland | 24 | South Africa | 2 | |||||||||||
Singapore | 19 | New Zealand | 1 | |||||||||||
Hong Kong | 11 | Morocco | 1 |
Our median compensated employee’s total annual compensation for 20192021 as calculated using the methodology governing the Summary Compensation Table was $65,046.$64,003 The total annual compensation of our Chief Executive Officer as reported in the Summary Compensation Table was $3,818,788.$6,567,058 Therefore, the ratio of our median employee’s pay to the pay of our Chief Executive Officer is estimated to be 1:59.103.
Our methodology for identifying our median compensated employee is included in our Proxy Statement for the 2019 Annual Meeting of Stockholders. SEC rules for identifying the median compensated employee permit companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Consequently, the pay ratios reported by other companies may not be comparable to the pay ratio reported by Teledyne.
68 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Potential Payments Upon Termination or a Change in Control(continued)
Indemnification Agreements
The Company has entered into individual Indemnification Agreements with our directors and certain officers and executives of Teledyne, including all the named executives. The Indemnification Agreements provide the directors and executives who are parties to the agreements with a stand-alone contractual right to indemnification and expense advancement to the greatest extent allowable under Delaware law. The agreements continue until the later of (i) 10 years after the indemnitee ceases to serve as a director or officer, and (ii) one year following the final termination of any proceeding subject to the agreement.
82 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Certain Transactions (continued)
Policies and Procedures for Reviewing Related Party Transactions
Our Board has adopted a Related Party Transaction Policy that applies to executive officers, directors, family members of executive officers and directors, stockholders owning in excess of five percent of the Company’s stock, and affiliates of the foregoing. Under this policy, any related party transaction requires the approval or ratification of the Nominating and Governance Committee. Related party transactions in which the aggregate amount involved is expected to be less than $3 million in any fiscal year can also be approved by Chair of the Nominating and Governance Committee and transactions in which the aggregate amount involved is expected to be less than $1 million in any fiscal year can be approved by the Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of the Company. The Policy defines a related party transaction as a transaction between the Company and any related party in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or a subsidiary of the Company is a party or participant and (3) a related party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
In determining whether to approve or ratify a related party transaction, the Nominating and Governance Committee may take into account, among other factors it deems appropriate, whether the related party transaction involves products or services of a nature, quantity or quality that are not readily available from alternative sources, whether the related party transaction is on an arm’s length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally, and the extent of the related party’s interest in the transaction. The Nominating and Governance Committee has determined that certain types of transactions, to the extent they constitute related party transactions, shall be deemed to bepre-approved or ratified. These transactions include executive and director compensation, a transaction with another company at which a related party’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10 percent of that company’s stock, and any transaction with another company at which a related party is an executive officer or a beneficial owner of 10 percent or more of that company’s stock if the aggregate amount involved in any fiscal year does not exceed the greater of $1,000,000 or 2 percent of that company’s total annual revenues, and any charitable contribution, grant or endowment by the company to a charitable organization, foundation or university at which a related party’s only relationship is an employee or a director if the aggregate amount involved does not exceed the lesser of $100,000 or 2 percent of the charitable organization’s total annual receipts.
The full text of the Related Party Transaction Policy can be viewed on our website, www.teledyne.com under “Corporate Information“Who We Are — Governance”.Corporate Governance.”
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 69
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 83 |
Questions and Answers
About the Meeting and Voting
1. | Who is entitled to vote at the Annual Meeting? |
If you were a holder of Teledyne common stock at the close of business on the Record Date of March 1, 2022, you are eligible to vote at the Annual Meeting. For each matter presented for vote, you have one vote for each share you own. As of March 1, 2022, there were 46,765,820 shares of common stock outstanding.
2. | What is the difference between holding shares as a stockholder of record, a registered stockholder, and as a beneficial owner of shares? |
Stockholder of Record or Registered Stockholder. If your shares of common stock are registered directly in your name with our transfer agent, Computershare, you are considered a “stockholder of record” or a “registered stockholder” of those shares.
Beneficial Owner of Shares. If your shares are held in an account at a bank, brokerage firm, or other similar organization, then you are a beneficial owner of shares held in “street name.” In that case, you will have received these proxy materials from the bank, brokerage firm, or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm, or similar organization how to vote the shares held in your account.
3. | How do I vote if I am a stockholder of record? |
By Telephone or Internet. All stockholders of record can vote by telephone within the U.S., U.S. territories, and Canada, by using the toll-free telephone number on the eProxy Notice or proxy card, or through the Internet, at the web address provided and by using the procedures and instructions described on the eProxy Notice or proxy card. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.
By Written Proxy. All stockholders of record can also vote by written proxy card. If you are a stockholder of record and receive an eProxy Notice, you may request a written proxy card by following the instructions included in the eProxy Notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Board.
At the Virtual Annual Meeting. All stockholders of record may vote by internet at the virtual Annual Meeting. See Question 6 below regarding how to attend the Annual Meeting.
Whether or not you plan to attend the meeting, we encourage you to vote by proxy as soon as possible. Your shares will be voted in accordance with your instructions.
4. | How do I vote if I am a beneficial owner of shares? |
Your broker is not permitted to vote on your behalf on “non-routine” matters, unless you provide specific instructions by completing and returning the voting instruction card from your broker, bank, or other similar organization or by following the instructions provided to you for voting your shares via telephone or the Internet. For the Annual Meeting, only the ratification of the selection of Deloitte & Touche LLP as our independent auditor for 2022 (Item 2) is considered to be a routine matter. For your vote to be counted with respect to non-routine matters (Items 1 and 3), you will need to communicate your voting decisions to your broker, bank, or other similar organization before the date of the Annual Meeting. If you wish to vote your shares at the virtual Annual Meeting, you must obtain a “legal proxy” from the broker, bank, or similar organization and register it with Computershare prior to the virtual Annual Meeting.
84 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Questions and Answers About the Meeting and Voting (continued)
5. | How do I vote if I participate in the 401(k) plan? |
If you hold common stock in the Teledyne Technologies Incorporated 401(k) Plan, you must provide the trustee of the employee savings plan with your voting instructions in advance of the meeting. You may do so by returning your voting instructions by mail or submitting them by telephone or electronically using the Internet. You cannot vote your shares yourself at the virtual Annual Meeting; the trustee is the only one who can vote your shares. The trustee will vote your shares as you have instructed. If the trustee does not receive your instructions, your shares generally will be voted in proportion to the way the other plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m. (Eastern Time), on April 22, 2022.
6. | How do I attend the Annual Meeting? |
Only holders of Teledyne common stock as of the close of business on the Record Date of March 1, 2022, or their authorized representatives by proxy may attend the Annual Meeting.
Stockholder of Record or Stockholder in 401(k) Plan. If you are a stockholder of record (meaning, your shares of common stock are registered directly in your name with our transfer agent, Computershare) or you are a participant in the Teledyne Technologies Incorporated 401(k) Plan and wish to attend the Annual Meeting, you can attend the meeting by accessing www.meetnow.global/MRAUFYL and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you previously received.
Beneficial Owner of Shares. If you were a beneficial holder of record of common stock of Teledyne as of the Record Date (i.e. you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of Teledyne common stock you held as of the Record Date, along with your name and email address, to Computershare. Please forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern, on April 22, 2022. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/MRAUFYL and enter your control number.
Please note that the Annual Meeting will begin promptly at 9:00 a.m. Pacific time.
7. | Why did I receive more than one notice, proxy card, or voting information form? |
If you received more than one eProxy Notice, proxy card or voting instruction form, you own shares registered in different names or own shares held in more than one account. To ensure that all shares are voted, please vote each account over the Internet or by telephone, or sign and return by mail all proxy cards and voting instruction forms. If you would like to consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A. (“Computershare”), at (888) 265-3747 for assistance. If you hold your shares through a bank, broker or other nominee, you should contact them directly and request consolidation.
8. | Can I change my vote? |
Yes. There are several ways in which you may revoke your proxy or change your voting instructions before the time of voting at the Annual Meeting (please note that, in order to be counted, the revocation or change must be received by 11:59 p.m. Eastern time on April 26, 2022 if voting by telephone, or by 11:59 p.m. Eastern time on April 22, 2022 in the case of instructions to the trustee of the Teledyne Technologies Incorporated 401(k) Plan):
Vote again by telephone or at the Internet website.
Transmit a revised proxy card or voting instruction form that is dated later than the prior one.
Stockholders of record may vote at the virtual Annual Meeting.
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 85 |
Questions and Answers About the Meeting and Voting (continued)
Stockholders of record may notify the Corporate Secretary in writing that a prior proxy is revoked.
401(k) plan participants may notify the plan trustee in writing that prior voting instructions are revoked or are
The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone, or the Internet, will count as your vote. If a vote has been recorded for your shares and you subsequently submit a proxy card that is not properly signed and dated, then the previously recorded vote will stand. Your attendance at the virtual Annual Meeting will not automatically revoke your proxy unless you vote by ballot at the Annual Meeting or specifically request in writing that your prior proxy be revoked
9. | Is my vote confidential? |
Yes. Proxy cards, ballots, and voting tabulations that identify stockholders are kept confidential except:
as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;
in the case of a contested proxy solicitation; or
to allow the independent inspector of elections to certify the results of the vote.
10. | What is a Broker Non-Vote? |
A “broker non-vote” occurs when a broker submits a proxy for a matter but does not have the authority to vote because the beneficial owner did not provide voting instructions on such matter. Under NYSE rules, the proposal to ratify the appointment of independent auditor (Item 2) is considered a “discretionary” or “routine” item. This means that brokerage firms may vote on such item in their discretion on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the Annual Meeting. In contrast, all of the other proposals set forth in this Proxy Statement are “non-discretionary” or “non-routine” items; brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.
11. | What constitutes a “quorum” for the meeting? |
A quorum is a majority of the outstanding shares that are entitled to vote as of the Record Date present at the meeting or represented by proxy. A quorum is necessary to conduct business at the annual meeting. Your shares will be counted as present at the annual meeting if you have properly voted by proxy. Abstentions and broker non-votes count as present at the meeting for purposes of determining a quorum. If you vote to abstain on one or more proposals, your shares will be counted as present for purposes of determining the presence of a quorum.
12. | What is the voting requirement to approve each of the proposals, and how are votes counted? |
At the close of business on March 1, 2022, the Record Date for the meeting, the Company had 46,765,820 outstanding shares of common stock. Each share of common stock outstanding on the Record Date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
The Company is incorporated in the State of Delaware and its shares are listed on the NYSE. As a result, the Delaware General Corporation Law (the “DGCL”) and the NYSE listing standards govern the voting standards applicable to actions taken by our stockholders. Under our Bylaws, when a quorum is present, all matters (including with respect to the election of directors) are determined by a majority of the votes cast (e.g., that under a majority of votes cast standard, the shares voted “for” a nominee must exceed the number voted “against” that nominee). Under the DGCL and our Bylaws, an abstention will have no effect on the outcome of the vote because an abstention does not count as a vote cast for or against a proposal.
86 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Questions and Answers About the Meeting and Voting (continued)
A description of the voting requirements and related effect of abstentions and broker non-votes on each item is as follows:
Voting Options | Board Recommendation | Vote Required to Adopt the Proposal | Effect of Abstentions and Broker Non-Votes | |||||
Item 1 – Election of four Class II Directors to Serve for a Three-Year Term Expiring at the 2025 Annual Meeting | “For,” or “Withhold” on each nominee | “FOR” each nominee | Majority of votes cast for such nominee | None | ||||
Item 2 – Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditor for 2022 | “For,” “Against,” or “Abstain” | “FOR” | Majority of votes cast | Abstentions have no effect. Brokers have discretion to vote this item. | ||||
Item 3 – Advisory Vote to Approve 2021 Named Executive Officer Compensation | “For,” “Against,” or “Abstain” | “FOR” | Majority of votes cast | None |
13. | Who pays for the solicitation of proxies? |
Our Board is soliciting your vote. Our directors, officers or other employees may solicit proxies on behalf of the Board by mail, the Internet, in person, by electronic delivery, telephone, facsimile or other medium.
We pay the cost of preparing, assembling and mailing this proxy-soliciting material and soliciting proxies. We will reimburse banks, brokers and other nominee holders for reasonable expenses they incur in sending these proxy materials to our beneficial stockholders whose stock is registered in the nominee’s name.
We have engaged Georgeson, Inc., to help solicit proxies at a cost of $8,500, plus expenses. Our employees may solicit proxies for no additional compensation.
14. | Can other business in addition to the items listed on the agenda be transacted at the meeting? |
The Company knows of no other business to be presented for consideration at the Annual Meeting other than the items indicated in the eProxy Notice. If other matters are properly presented at the Annual Meeting, the persons designated as authorized proxies on your proxy card may vote on such matters in their discretion. In addition, the persons designated as authorized proxies on your proxy card may vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any adjournments or postponements of the Annual Meeting.
15. | When will the Company announce the voting results? |
We will announce the preliminary voting results at the Annual Meeting. The Company will report the final results on our website and in a Current Report on Form 10-K filed with the SEC, within four business days of the Annual Meeting.
16. | Is there a list of stockholders entitled to vote at the Annual Meeting? |
Yes. A list of stockholders entitled to vote will be available during business hours for 10 days prior to the meeting at the Company’s executive offices, 1049 Camino Dos Rios, Thousand Oaks, California 91360, for examination by any stockholder for any legally valid purpose. The list also will be available to stockholders for any such purpose on the virtual Annual Meeting website.
TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement | 87 |
Copies of our Annual Report on Form10-K, without exhibits, can be obtained without charge from the Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, at Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360, or telephone(805) 373-4545. You also may view a copy of the Form10-K electronically by accessing our website www.teledyne.com. Additionally, in accordance with rules issued by the SEC, you may access our 20192021 Annual Report at www.envisionreports.com/tdy.
20212023 Annual Meeting and Stockholder Proposals
Under Rule14a-8 of the SEC, proposals of stockholders intended to be presented at the 20212023 Annual Meeting of Stockholders must be received no later than November 13, 2020,16, 2022, for inclusion in the Proxy Statement and proxy card for that meeting. In addition, our Restated Certificate of Incorporation provides that for nominations or other business to be properly brought before an Annual Meeting by a stockholder, the stockholder must give timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to the Secretary not less than 75 days and not more than 90 days prior to the first anniversary of the preceding year’s Annual Meeting which, in the case of the 20212023 Annual Meeting of Stockholders, would be no earlier than January 22, 202127, 2023 and no later than February 6, 2021.11, 2023. If, however, the date of the Annual Meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, to be timely, notice by the stockholder must be so delivered not earlier than the 90th day prior to such Annual Meeting and not later than the later of the 60th day prior to such Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Our Restated Certificate of Incorporation also requires that such notice contain certain additional information. Copies of the Restated Certificate of Incorporation can be obtained without charge from the Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.
Our Board is soliciting your vote. Our directors, officers or other employees may To comply with the SEC’s universal proxy rules (once effective), stockholders who intend to solicit proxies on behalfin support of director nominees other than the Boardcompany’s nominees must provide notice that sets forth the information required by mail,Rule 14a-19 under the Internet, in person, by electronic delivery, telephone, facsimile or other medium
We pay the cost of preparing, assembling and mailing this proxy-soliciting material and soliciting proxies. We will reimburse banks, brokers and other nominee holders for reasonable expenses they incur in sending these proxy materials to our beneficial stockholders whose stock is registered in the nominee’s name.
We have engaged Georgeson, Inc., to help solicit proxies at a cost of $7,000 plus expenses. Our employees may solicit proxies forExchange Act no additional compensation.later than February 26, 2023.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single Proxy Statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, several brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the impacted stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Proxy Statement and annual report, please notify your
70 TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement
Other Information(continued)
broker or direct your written request to Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360, or call(805) 373-4545. Any stockholder who currently receives multiple copies of the Proxy Statement at his, her or its address and would like to request “householding” of any communications should contact his, her or its broker.
88 | TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement |
Other Information (continued)
Stockholders of record may also request to begin or to discontinue householding in the future by contacting our transfer agent, Computershare, at 1-800-522-6645 (in the U.S. and Canada), 1-201-680-6578 (all other locations), by mail to Computershare Investor Services, P.O. Box 505000, Louisville, KY 40233-5000 or through the Computershare website, www.computershare.com. Stockholders owning their shares through a bank, broker, or other nominee may request to begin or to discontinue householding by contacting their bank, broker or other nominee or by calling 1-866-540-7095.
Electronic Access to Proxy Materials and Annual Report
Stockholders can elect to view future Proxy Statements and annual reports over the Internet instead of receiving paper copies in the mail and thus can save us the cost of producing and mailing these documents. You will be responsible for any costs normally associated with electronic access, such as usage and telephonic charges.
Registered stockholders who have access to the Internet and agree to receive future annual reports and other proxy materials by accessing our web site (www.teledyne.com) should provide their valid email addresses to our transfer agent, Computershare, at the agent’s website www.computershare.com/investor. If you hold your common stock in nominee name (such as through a broker), check the information provided by your nominee for instructions on how to elect to view future Proxy Statements and annual reports over the Internet. Stockholders who choose to view future Proxy Statements and annual reports over the Internet will receive instructions containing the Internet address of those materials, as well as voting instructions, approximately four weeks before future meetings. Additionally, in accordance with rules issued by the SEC, you may access our 20192021 Annual Report and this Proxy Statement at www.envisionreports.com/tdy.
If you enroll to view our future annual report and Proxy Statement electronically and vote your proxy over the Internet, your enrollment will remain in effect for all future stockholders’ meetings unless you cancel it. To cancel, registered stockholders should access www.computershare.com/investor and follow the instructions to cancel your enrollment. If you hold your stock in nominee name, check the information provided by your nominee holder for instructions on how to cancel your enrollment.
If at any time you would like to receive a paper copy of the annual report or Proxy Statement, please write to Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360.
By Order of the Board of Directors,
Melanie S. Cibik
Senior Vice President, General Counsel, Chief Compliance Officer
and Secretary
March 11, 2020
TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement 71
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qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q10, 2022
1. | Election of Directors: | |||||||||||||||||||||||||
For | Withhold | For | Withhold | For | Withhold | |||||||||||||||||||||
01 - Roxanne S. Austin | ☐ | ☐ | 02 - Kenneth C. Dahlberg | ☐ | ☐ | 03 - Robert A Malone | ☐ | ☐ | ||||||||||||||||||
For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||||
2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020. | ☐ | ☐ | ☐ | 3. | APPROVAL OFNON-BINDING ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION. | ☐ | ☐ | ☐ | |||||||||||||||||
NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. |
01 - Charles Crocker 02 - Robert Mehrabian 03 - Jane C. Sherburne For Withhold For Withhold For Withhold 1 P C F 04 - Michael T. Smith Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03LE0C + + Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR A ALL” DIRECTOR NOMINEES AND “FOR” PROPOSALS 2 AND 3. 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022 3. Approval of a non-binding advisory resolution on the Company’s executive compensation 1. Election of Directors: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
037IVA
Important notice regarding the Internet availability of proxy materialsbox. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for the Annual Meeting of Stockholders.
The Proxy Statementyour vote to count. Please date and the 2019 Annual Report to Stockholders are available at: www.envisionreports.com/tdy
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q IFsign below. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.ENVELOPE.q 2022 Annual Meeting Proxy Card For Against Abstain NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/tdy or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/tdy Phone Call toll free q1-800-652-VOTE (8683) within the USA, US territories and Canada Your vote matters – here’s how to vote!
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/tdy Notice of 20202022 Annual Meeting of Stockholders
Proxy Solicited by Board of Directors for Annual Meeting –— April 22, 2020
27, 2022 The undersigned hereby appoints Susan L. Main, Melanie S. Cibik, S. Paul Sassalos and each of them, proxies andattorneys-in-fact, with power of substitution in each of them, to vote for and on behalf of the undersigned at the Annual Meeting of Stockholders of Teledyne Technologies Incorporated to be held on April 22, 2020,27, 2022, and at any adjournments thereof, upon matters properly coming before the meeting, as set forth in the Notice of Meeting and Proxy Statement, both of which have been received by the undersigned, and upon all such other matters that may properly be brought before the meeting, as to which the undersigned hereby confers discretionary authority to vote upon said proxies. Without otherwise limiting the general authorization given hereby, said proxies andattorneys-in-fact are instructed to vote as follows:
Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.
(Items (Items to be voted appear on reverse side)
qIF Proxy - Teledyne Technologies Incorporated qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.ENVELOPE.q C qNon-Voting Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The Proxy Statement and the 2021 Annual Report to Stockholders are available at: www.envisionreports.com/tdy The 2022 Annual Meeting of Stockholders of Teledyne Technologies Incorporated will be held on April 27, 2022 at 9:00 A.M Pacific Time, virtually via the internet at www.meetnow.global/MRAUFYL. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
1. | Election of Directors: | |||||||||||||||||||||||||
For | Withhold | For | Withhold | For | Withhold | |||||||||||||||||||||
01 - Roxanne S. Austin | ☐ | ☐ | 02 - Kenneth C. Dahlberg | ☐ | ☐ | 03 - Robert A Malone | ☐ | ☐ | ||||||||||||||||||
For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||||
2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020. | ☐ | ☐ | ☐ | 3. | APPROVAL OFNON-BINDING ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION. | ☐ | ☐ | ☐ | |||||||||||||||||
NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. |
01 - Charles Crocker 02 - Robert Mehrabian 03 - Jane C. Sherburne For Withhold For Withhold For Withhold 1 U P X 04 - Michael T. Smith Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03LE1C + + Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR A ALL” DIRECTOR NOMINEES AND “FOR” PROPOSALS 2 AND 3. 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022 3. Approval of a non-binding advisory resolution on the Company’s executive compensation 1. Election of Directors: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
037IWA
Important notice regarding the Internet availability of proxy materialsbox. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for the Annual Meeting of Stockholders.
The Proxy Statementyour vote to count. Please date and the 2019 Annual Report to Stockholders are available at: www.edocumentview.com/tdy
qIFsign below. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qENVELOPE.q 2022 Annual Meeting Proxy Card For Against Abstain NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Notice of 20202022 Annual Meeting of Stockholders
Proxy Solicited by Board of Directors for Annual Meeting –— April 22, 2020
27, 2022 The undersigned hereby appoints Susan L. Main, Melanie S. Cibik, S. Paul Sassalos and each of them, proxies andattorneys-in-fact, with power of substitution in each of them, to vote for and on behalf of the undersigned at the Annual Meeting of Stockholders of Teledyne Technologies Incorporated to be held on April 22, 2020,27, 2022, and at any adjournments thereof, upon matters properly coming before the meeting, as set forth in the Notice of Meeting and Proxy Statement, both of which have been received by the undersigned, and upon all such other matters that may properly be brought before the meeting, as to which the undersigned hereby confers discretionary authority to vote upon said proxies. Without otherwise limiting the general authorization given hereby, said proxies andattorneys-in-fact are instructed to vote as follows:
Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.
(Items (Items to be voted appear on reverse side)
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qIF Proxy - Teledyne Technologies Incorporated qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qENVELOPE.q Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The Proxy Statement and the 2021 Annual Report to Stockholders are available at: www.edocumentview.com/tdy
1. | Election of Directors: | |||||||||||||||||||||||||
For | Withhold | For | Withhold | For | Withhold | |||||||||||||||||||||
01 - Roxanne S. Austin | ☐ | ☐ | 02 - Kenneth C. Dahlberg | ☐ | ☐ | 03 - Robert A Malone | ☐ | ☐ | ||||||||||||||||||
For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||||
2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020. | ☐ | ☐ | ☐ | 3. | APPROVAL OFNON-BINDING ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION. | ☐ | ☐ | ☐ | |||||||||||||||||
NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. |
1 P C F 01 - Charles Crocker 02 - Robert Mehrabian 03 - Jane C. Sherburne For Withhold For Withhold For Withhold 04 - Michael T. Smith Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03LFYC + + Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
037IYB Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q 2022 Annual Meeting Proxy Card Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. THIS PROXY WILL BE VOTED A AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR ALL” DIRECTOR NOMINEES AND “FOR” PROPOSALS 2 AND 3. 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022 3. Approval of a non-binding advisory resolution on the Company’s executive compensation 1. Election of Directors: For Against Abstain For Against Abstain NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/tdy or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Votes submitted electronically must be received by 11:59 p.m. Eastern Time on April 22, 2022 Your vote matters – here’s how to vote!
VOTING INSTRUCTION CARD FOR 2022 ANNUAL MEETING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TELEDYNE TECHNOLOGIES INCORPORATED TELEDYNE TECHNOLOGIES INCORPORATED 401(k) PLAN The undersigned hereby directs the Trustee of the above Plan to vote the full number of shares of Common Stock allocated to the account of the undersigned under the Plan at the Annual Meeting of Stockholders of Teledyne Technologies Incorporated on April 27, 2022, and at any adjournments thereof, upon the matters set forth on the reverse of this card and, in its discretion, upon such other matters as may properly come before the meeting. Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3. PLAN PARTICIPANTS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE REVERSE SIDE. ALTERNATIVELY, PARTICIPANTS MAY VOTE BY COMPLETING, DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. (Items to be voted appear on reverse side) Proxy - Teledyne Technologies Incorporated qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q C Non-Voting
Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The Proxy Statement and the 2021 Annual Report to Stockholders are available at: www.envisionreports.com/tdy The 2022 Annual Meeting of Stockholders of Teledyne Technologies Incorporated will be held on April 27, 2022 at 9:00 A.M Pacific Time, virtually via the internet at www.meetnow.global/MRAUFYL. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. TELEDYNE TECHNOLOGIES INCORPORATED 401(k) PLAN As a Plan participant, you have the right to direct the Plan Trustee how to vote the shares of Teledyne Technologies Incorporated Common Stock that are allocated to your Plan account and shown on the attached voting instruction card. The Trustee will hold your instructions in complete confidence except as may be necessary to meet legal requirements.
You may vote by telephone, by Internet or by completing, signing and returning the voting instruction card (below). A postage-paid return envelope is enclosed.
The Trustee must receive your voting instructions by April 17, 2020.22, 2022. If the Trustee does not receive your instructions by April 17, 2020,22, 2022, your shares will not be voted.
You will receive a separate set of proxy solicitation materials for any shares of Common Stock you own other than your Plan shares. Yournon-plan shares must be voted separately from your Plan shares.
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.
The Proxy Statement and the 2019 Annual Report to Stockholders are available at: www.envisionreports.com/tdy
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
VOTING INSTRUCTION CARD FOR 2020 ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TELEDYNE TECHNOLOGIES INCORPORATED TELEDYNE TECHNOLOGIES INCORPORATED 401(k) PLAN
The undersigned hereby directs the Trustee of the above Plan to vote the full number of shares of Common Stock allocated to the account of the undersigned under the Plan at the Annual Meeting of Stockholders of Teledyne Technologies Incorporated on April 22, 2020, and at any adjournments thereof, upon the matters set forth on the reverse of this card and, in its discretion, upon such other matters as may properly come before the meeting.
Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3.
PLAN PARTICIPANTS MAY VOTE BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE REVERSE SIDE. ALTERNATIVELY, PARTICIPANTS MAY VOTE BY COMPLETING, DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
(Items to be voted appear on reverse side)