DEF 14A of Teledyne Technologies Inc, Mar 15, 2024

DEF 14A of Teledyne Technologies Inc

Filed Mar 15, 2024 · FY20230001193125-24-068076

Open on EDGAR

  1. Snapshot of 2024 Director Nominees

    Snapshot of 2024 Director Nominees We believe that all of our Class I directors, who are being nominated for re-election at the Annual Meeting, are 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.

  2. Snapshot of 2024 Director Nominees

    | TELEDYNE TECHNOLOGIES INCORPORATED | 2024 Proxy Statement | 3 |

  3. Snapshot of 2024 Director Nominees

    The following table provides summary information about each director nominee standing for election to the Board for a three-year term expiring at the 2027 Annual Meeting. As further described below, our director nominees represent a diverse range of backgrounds and overall experience.

  4. Snapshot of 2024 Director Nominees

    | Nominee | | Age | Independent | Director Since | Committee Memberships | | | Denise R. Singleton Executive Vice President, General Counsel and Secretary of WestRock Company | 61 | Yes | 2019 | • Audit Committee • Nominating and Governance Committee | | | Simon M. Lorne Senior Advisor and Former Vice Chairman and Chief Legal Officer of Millennium Management LLC and Former General Counsel, U.S. Securities and Exchange Commission | 78 | Yes | 2004 | • Audit Committee (Chair) • Nominating and Governance Committee | | | Vincent J. Morales Senior Vice President and Chief Financial Officer of PPG Industries, Inc. | 58 | Yes | 2021 | • Audit Committee • Personnel and Compensation Committee | | | Wesley W. von Schack Chairman of AEGIS Insurance Services and Former Chairman, President and Chief Executive Officer of Energy East Corporation | 79 | Yes | 2006 | • Nominating and Governance Committee • Personnel and Compensation Committee |

  5. Director Nominees

    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 nominee qualifies as an independent director under the applicable NYSE listing standards.

  6. Director Nominees

    | 12 | TELEDYNE TECHNOLOGIES INCORPORATED | 2024 Proxy Statement |

  7. Nominees — For Terms Expiring at 2027 Annual Meeting (Class I)

    | Denise R. Singleton Executive Vice President, General Counsel and Secretary of WestRock Company Director since 2019 Age: 61 | Denise R. Singleton (f/k/a Denise R. Cade) was appointed Executive Vice President, General Counsel and Secretary of WestRock Company, a global paper and packaging company, in March 2022. Previously, 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. Since 2021, Ms. Singleton has been a director of Phillips 66, a diversified energy manufacturing and logistics company. 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. Ms. Singleton was listed as a 2022 Director to Watch by Directors & Boards magazine. In February 2023, she joined the Board of Directors of 50/50 Women on Boards™, a global education and advocacy campaign committed to advancing gender balance and diversity on corporate boards. In September 2023, Ms. Singleton was recognized as an honoree of the 2023 NACD Directorship 100™, an annual recognition of leading corporate directors and corporate governance experts who impact boardroom practices and performance. Ms. Singleton is a member of our Audit Committee and our 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 public 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. |

  8. Nominees — For Terms Expiring at 2027 Annual Meeting (Class I)

    | Simon M. Lorne Senior Advisor and Former Vice Chairman and Chief Legal Officer of Millennium Management LLC and Former General Counsel, U.S. Securities and Exchange Commission Director since 2004 Age: 78 | Simon M. Lorne is a Senior Advisor at Millennium Management LLC, a hedge fund management company. Mr. Lorne joined Millennium Management in 2004 and held roles including Vice Chairman and Chief Legal Officer. 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 also previously served as a Managing Director of Citigroup/Salomon Brothers with responsibility for Legal Compliance and Internal Audit, 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. | | Vincent J. Morales Senior Vice President and Chief Financial Officer of PPG Industries, Inc. Director since 2021 Age: 58 | Vincent J. 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 three-person Executive Committee that is responsible for establishing and executing the company’s overall strategy, and he has direct oversight of the company’s information technology and M&A organizations. Mr. Morales 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. Morales should serve as a director: his extensive experience in the management of a multinational public company, including significant finance, accounting, investor relations, operations, cybersecurity, strategic planning and mergers and acquisitions experience. |

  9. Nominees — For Terms Expiring at 2027 Annual Meeting (Class I)

    | 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: 79 | 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. |

  10. Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

    Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

  11. Continuing Directors — 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: 85 | 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 a member of our Personnel and Compensation Committee and 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. |

  12. Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

    | TELEDYNE TECHNOLOGIES INCORPORATED | 2024 Proxy Statement | 17 |

  13. Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

    | Robert Mehrabian Executive Chairman of the Company Director since 1999 Age: 82 | Robert Mehrabian is Executive Chairman of Teledyne Technologies Incorporated. He was Chairman, President and Chief Executive Officer from October 15, 2021 to December 31, 2023. Prior to that he was Teledyne’s Executive Chairman starting on January 1, 2019, and before that he was Chairman, President and Chief Executive Officer starting in 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. Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

    | 18 | TELEDYNE TECHNOLOGIES INCORPORATED | 2024 Proxy Statement |

  15. Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

    | 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: 73 | 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. From June 2015 to November 1, 2023, Ms. Sherburne served 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. She currently serves on the board of Perella Weinberg Partners, a global advisory and asset management firm. Ms. Sherburne is a member 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. |

  16. Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

    | TELEDYNE TECHNOLOGIES INCORPORATED | 2024 Proxy Statement | 19 |

  17. Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

    | Michael T. Smith Retired Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation Director since 2001 Age: 80 | 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 produced infrared cameras, thermal imaging software and temperature measurement devices, from 2002 until its acquisition by Teledyne in May 2021. He is also a director of Zero Gravity Solutions, Inc., an agricultural biotechnology company, and the Livingston Group of Companies, an investment bank and broker/dealer. 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. |

  18. Continuing Directors — Terms Expiring at the 2025 Annual Meeting (Class II)

    | 20 | TELEDYNE TECHNOLOGIES INCORPORATED | 2024 Proxy Statement |

  19. Continuing Directors — Terms Expiring at 2026 Annual Meeting (Class III)

    Continuing Directors — Terms Expiring at 2026 Annual Meeting (Class III)

  20. Continuing Directors — Terms Expiring at 2026 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: 79 | 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 2020, and Motorola Solutions, Inc., a provider of communications products and services, from 2011 until 2017. Mr. Dahlberg 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. 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: 56 | Michelle A. Kumbier has been Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC, a manufacturer and marketer of engines, batteries 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 she was a member of the Board of Directors of Tenneco Inc. from August 2021 to November 2022. Ms. Kumbier is a member of our Audit Committee and 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, her service on other public company boards and her senior executive 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. |

  21. Continuing Directors — Terms Expiring at 2026 Annual Meeting (Class III)

    | TELEDYNE TECHNOLOGIES INCORPORATED | 2024 Proxy Statement | 21 |

  22. Continuing Directors — Terms Expiring at 2026 Annual Meeting (Class III)

    | Robert A. Malone Executive Chairman of the Board, 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: 72 | 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 Executive Chairman of the Board, 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, and a director of Peabody Energy Corporation, a coal mining company, since 2009, and its Non-Executive Chairman of the Board since 2016. From 2017 to April 2022, he was 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. 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. |

  23. Continuing Directors — Terms Expiring at 2026 Annual Meeting (Class III)

    | 22 | TELEDYNE TECHNOLOGIES INCORPORATED | 2024 Proxy Statement |

  24. Continuing Directors — Terms Expiring at 2026 Annual Meeting (Class III)

    Corporate Governance

  25. Corporate Governance and Ethics Guidelines

    | • | Director compensation. |

  26. Role of the Committee, Management, and Independent Compensation Consultant

    Role of the Committee, Management, and Independent Compensation Consultant The Personnel and Compensation Committee reviews and administers the compensation for Dr. Mehrabian and other members of senior management, including the NEOs. In the case of Dr. Mehrabian, the compensation determinations made by the Committee are reviewed and approved by the entire Board of Directors. In 2023, 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 2023. In January 2023 and January 2024 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 each NEO’s performance in light of those goals and objectives, and determining and approving each NEO’s compensation based on this evaluation. In 2023, Dr. Mehrabian worked with the Committee Chair in making compensation recommendations for the other NEOs and with 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.

  27. 2023 Executive Compensation Changes and Highlights

    2023 Executive Compensation Changes and Highlights Despite our record financial performance in 2023, Annual Incentive Plan (“AIP”) awards (short-term cash opportunity) to NEOs for 2023 were lower than 2022, due principally to the failure to meet threshold levels of the managed working capital component of the AIP award at the corporate level, which represented 15% of the overall award opportunity.

  28. 2023 Executive Compensation Changes and Highlights

    The timing of stock option award issuances was shifted from October 2023 to January 2024 in part to align the issuance of all annual long-term incentive award programs with a January cadence. Consequently, no stock options were issued to NEOs in 2023.

  29. Components of 2023 Executive Compensation Program

    Components of 2023 Executive Compensation Program The Committee determines compensation for each of our senior executives, including our NEOs. The 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 pay for each of the NEOs against compensation at peer group companies. The Committee also receives advice and assistance in setting compensation from Exequity. The below table shows the compensation components applicable to 2023 executive compensation, all of which are reviewed at least annually by the Committee.

  30. Components of 2023 Executive Compensation Program

    | Component | Purpose | Design | | 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; • A cash-based Performance Plan to reward performance for achieving long-term growth targets set forth in our strategic plan and increases in our stock price return relative to the S&P 500 index over a three-year performance period; and • Performance-based restricted stock awards, which are intended to align NEO compensation with our stock price return relative to the S&P 500 index over a three-year performance period |

  31. Components of 2023 Executive Compensation Program

    For 2023, 40% of AIP awards were tied to the achievement of predetermined levels of adjusted income before taxes, 25% to the achievement of predetermined levels of adjusted 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. See “2023 Compensation Decisions for Named Executive Officers” beginning on page 55 for details of the 2023 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 key 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. 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. As noted above, we did not approve any stock option awards in 2023, in order to shift the timing of stock option grants from October 2023 to January 2024, which better aligns the issuance of all annual long-term incentive award programs with a January cadence. 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 82 of this Proxy Statement. Performance Plan. 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 adjusted income before taxes (aggregated over three years), 30% on the achievement of specified levels of revenue (aggregated over three years), and 30% on the achievement of specified levels of return to stockholders relative to the S&P 500 Index. 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 or restricted stock units, 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 compare Teledyne’s relative return to stockholders over the calendar three-year period to the S&P 500 Index.

  32. Components of 2023 Executive Compensation Program

    See “2023 Compensation Decisions for Named Executive Officers” beginning on page 55 for details of the 2023 long-term incentive awards granted to each of our NEOs. Peer Group Comparisons Our comparative peer group is representative of companies similar in size to us that operate 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 “Highlights of 2023 Performance and Stockholder Return” 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 by the Committee to provide benchmark information for 2023 pay decisions was comprised of the following companies:

  33. Components of 2023 Executive Compensation Program

    The Committee reviews the peer group on an annual basis, with assistance from Exequity. At the time our peer group was last reviewed by the Committee in July 2023, our peer group contained companies having median revenues (trailing twelve months) and market capitalizations of $5.2 billion and $20.3 billion, respectively, compared with Teledyne’s revenues (trailing twelve months) and market capitalization of $5.6 billion and $19.8 billion, respectively. In assessing executive compensation, the Committee also reviews data collected from a broader industry group consisting of 176 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 $3.0 billion and $10.0 billion and the general industry group excludes financial organizations.

  34. 2023 Compensation Decisions for Named Executive Officers

    2023 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 compensation awards as factors in determining compensation for the current period. Competitive Position of 2023 Compensation The table below shows the competitive position of compensation in 2023 for each of our NEOs. It reflects targeted total compensation in terms of percentage deviation from the peer group (where applicable) and general industry median for each of our NEOs as presented to the Committee in October 2023. 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

  35. 2023 Compensation Decisions for Named Executive Officers

    year, the target 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. As the benchmarking took place prior to the announcement of Mr. Blackwood’s promotion to Senior Vice President and Chief Financial Officer, his benchmarking data is not presented below.

  36. 2023 Compensation Decisions for Named Executive Officers

    | | Total Compensation Deviation from | | | | Peer Group Median | General Industry Median | | Robert Mehrabian | -20% | -14% | | Susan L. Main | -30% | -25% | | Jason VanWees | -9% | +2% | | Edwin Roks | -20% | +29% | | George C. Bobb III | +4% | +11% |

  37. 2023 Compensation Decisions for Named Executive Officers

    | | Robert Mehrabian | Other Named Executives | | Base salary | 14% | 24% | | 2022 AIP bonus (at target) | 20% | 19% | | 2022 long-term compensation (at target) | 66% | 57% |

  38. Annual Incentive Plan

    Annual Incentive Plan In January 2023, the Committee set AIP award opportunities based on the following parameters:

  39. Annual Incentive Plan

    | Award Component | Weighting | | Adjusted income before taxes* | 40% | | Adjusted revenue* | 25% | | Managed working capital as a percentage of sales (“MWC”)** | 15% | | Individual performance objectives | 20% | | Total | 100% |

  40. Annual Incentive Plan

    | * For purposes of determining adjusted income before taxes and adjusted revenue for AIP, we adjust the corresponding GAAP amounts for certain intercompany sales and certain one-time events and tax items and, for AIP awards for fiscal years 2021 and 2022 only, acquired intangible asset amortization related to our acquisition of FLIR Systems, Inc. |

  41. Annual Incentive Plan

    | ** MWC is calculated utilizing a 13-month average of managed working capital commencing with December of the previous year divided by GAAP revenue (for segment executives, we adjust revenue for certain intercompany sales). Managed working capital is comprised of the net balance of the following balance sheet accounts: gross receivables, unbilled costs, advance payments offset to unbilled accounts receivables, gross inventory, accounts payable, customer advance payments and deferred revenue. |

  42. Annual Incentive Plan

    Target amounts are typically derived from our annual business plan, which is presented to and approved by our Board of Directors in January of each year. We chose adjusted income before taxes, adjusted revenue and MWC as the corporate performance components of the 2023 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, adjusted earnings before interest and taxes (EBIT) is used in place of adjusted income before taxes.

  43. Annual Incentive Plan

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  44. Annual Incentive Plan

    Generally, AIP awards for NEOs are based on overall corporate results. For segment executives, including Dr. Roks and Mr. Bobb, the award is based on a combination of corporate and segment results. Each of the performance measures allows for participants to earn between zero and 200% of the target, with the overall weighting emphasizing profitable growth that exceeds our business plan. Adjusted income before taxes serves as an absolute threshold for the entire AIP. Both 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:

  45. Annual Incentive Plan

    | Adjusted income before taxes | • If actual performance equals or exceeds 120% of target, the component is weighted by multiplying the percentage by two (200%). • If actual performance is less than 75% of target, no amounts will be paid out and the AIP awards will be forfeited, unless otherwise determined by the Committee. • To the extent actual performance falls between 75% and 120% of target, the multiplying factor is adjusted proportionally (i.e., a reduction of 3% for each percentage point that actual performance falls below 100% and an increase of 5% for each percentage point that actual performance is above 100%). | | Adjusted revenue | • If actual performance equals or exceeds 120% of target, the component is weighted by multiplying the percentage by two (200%). • 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 (i.e., a reduction of 3% for each percentage point that actual performance falls below 100% and an increase of 5% for each percentage point that actual performance is above 100%). | | MWC | • If actual performance is equal to or greater than 105% of target, the component is weighted by multiplying the percentage by two (200%). • 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 (i.e., a reduction of 20% for each percentage point that actual performance falls below 100% and an increase of 20% for each percentage point that actual performance is above 100%). | | Individual performance objectives | Weighted proportionally on a scale of 0% to 200% (maximum), with 100% being target, based on the Committee’s assessment of each NEO’s achievement of the applicable objectives. |

  46. Annual Incentive Plan

    The following target AIP award opportunities were set and approved by the Committee for each NEO in January 2023. Mr. Blackwood’s AIP percentage was increased from 60% to 80% (with a maximum of 160%) on a prorated basis effective upon his promotion on December 1, 2023.

  47. Annual Incentive Plan

    | | AIP Award as a Percent of Salary | | | | Participants | Target | Maximum | Actual* | | Robert Mehrabian | 150% | 300% | 123% | | Susan L. Main | 80% | 160% | 66% | | Stephen F. Blackwood | 62% | 124% | 51% | | Jason VanWees | 80% | 160% | 66% | | Edwin Roks | 80% | 160% | 59% | | George C. Bobb III | 80% | 160% | 79% |

  48. Annual Incentive Plan

    | * AIP Award as a Percent of Salary was calculated based on each person’s year-end salary (except, as noted above, that a prorated salary was used for Mr. Blackwood). |

  49. Annual Incentive Plan

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  50. Annual Incentive Plan

    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 Committee may make downward (but not upward) discretionary adjustments to this amount for awards granted to individuals who were NEOs as of the grant date of such award. 2023 AIP Corporate Performance Results The table below shows AIP performance results for 2023 as compared to target amounts for Corporate NEOs, including Dr. Mehrabian, for adjusted income before taxes, adjusted revenue and MWC. The performance weighting used for Corporate NEOs is based on overall Teledyne results.

  51. Annual Incentive Plan

    | | Target | Actual 2022 Results | 2023 Results (% of Target) | | Adjusted income before taxes (in millions): | $999.0 | $995.8 | 99.7% | | Adjusted revenue (in millions): | $5,900.6 | $5,691.4 | 96.5% | | MWC | 24.3% | 27.7% | 86.2% |

  52. Annual Incentive Plan

    The performance weighting for Dr. Roks and Mr. Bobb, each of whom are segment executives, is based on a blend of segment, business unit and overall Teledyne results. The performance weighting used for Dr. Roks is based 75% on results for the Digital Imaging segment excluding Teledyne Scientific and Imaging (TS&I) and 25% on overall Teledyne results. The performance weighting used for Mr. Bobb is based 40% on results of the Aerospace and Defense segment, 10% on results of TS&I, 10% on results of Engineered Systems,15% on results of Marine Instrumentation and 25% on overall Teledyne results. The table below shows 2023 AIP performance results as a percent of target for each of Dr. Roks and Mr. Bobb for adjusted income before taxes/adjusted EBIT, adjusted revenue and MWC.

  53. Annual Incentive Plan

    | | Adjusted Income Before Taxes/EBIT | Adjusted Revenue | MWC | | Edwin Roks | 94.5% | 96.8% | 85.9% | | George C. Bobb III | 103.9% | 105.4% | 96.4% |

  54. Annual Incentive Plan

    2023 AIP Individual Objectives For 2023, aggregate individual performance objectives consisted of multiple goals for each NEO, weighted in terms of importance. Some of the goals are corporate-level goals shared by all NEOs 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 2023 included executive-specific goals related to continued execution of enterprise-wide operational effectiveness programs to improve operating margins, achieving specified targets for cost reductions, warranty and rework costs, investor outreach, safety-related initiatives, 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, ensuring effective internal control procedures, improving data security, successfully implementing and consolidating financial planning systems and succession planning. In 2023, achievement of no specific individual performance goal for NEOs accounted for more than 10% of a named executive’s actual bonus. The Committee evaluates the achievement of these individual performance goals holistically.

  55. Annual Incentive Plan

    | • | The Committee determined that Dr. Mehrabian achieved 100% of his individual performance objectives, based on his successful efforts in identifying and completing bolt-on acquisitions, leadership in initiatives related to margin enhancement, strategic sourcing, workforce cost management, and streamlining and enhancing the effectiveness of research and development, implementing compliance improvements and succession planning, among other factors. |

  56. Annual Incentive Plan

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  57. Annual Incentive Plan

    Based on recommendations by Dr. Mehrabian, the Committee determined that:

  58. Annual Incentive Plan

    | • | Ms. Main achieved 100% of her individual performance objectives, based on her efforts to reduce both reporting and legal entities to simplify business operations; support for completion of two bolt-on acquisitions, and support for senior management succession efforts, including the orderly transition of her CFO responsibilities to Mr. Blackwood, among other factors. |

  59. Annual Incentive Plan

    | • | Mr. Blackwood achieved 100% of his individual performance objectives, based on his successful transition to CFO in December 2023, support for global compliance efforts, including implementation of supplier compliance risk tools, and achievement of debt reduction goals and procurement savings, among other factors. |

  60. Annual Incentive Plan

    | • | Mr. VanWees achieved 100% of his individual performance objectives, based on his support for and successful integration of 2023 acquisitions and management of operational excellence initiatives, among other factors; |

  61. Annual Incentive Plan

    | • | Dr. Roks achieved 150% of his individual performance objectives, based on his continued execution of synergies related to the FLIR acquisition and further integration of FLIR into Teledyne, successful integration of the ChartWorld acquisition, participation in various investor meetings with the Vice Chairman, and strong support for compliance functions, including activities involving trade compliance; and |

  62. Annual Incentive Plan

    | • | Mr. Bobb achieved 100% of his individual performance objectives, based on the steady growth of businesses under his leadership, disciplined and successful management of operational excellence initiatives, and support for global compliance and safety efforts, among other factors. |

  63. Annual Incentive Plan

    2023 AIP Payouts The following is an illustration of the AIP award calculation, using actual corporate performance results for 2023 and assuming (for illustrative purposes) that individual goals are met at 100%:

  64. Annual Incentive Plan

    | Performance Goal | Performance Goal (%) of AIP Award | 2023 Results (% of Target) | Performance Results (multiplier) | Adjusted Performance | | Adjusted income before taxes | 40% | 99.7% | 99.1% | 39.6% (40% x .991) | | Adjusted revenue | 25% | 96.5% | 89.4% | 22.4% (25% x 0.894) | | MWC | 15% | 86.2% | 0% | 0% (15% x 0.0) | | Individual performance objectives | 20% | 100% | 100% | 20.0% (20% x 1.0) | | Performance Weighting | | | | 82.0% |

  65. Annual Incentive Plan

    The resulting AIP payout is based on the following formula:

  66. Annual Incentive Plan

    | 2023 AIP Payout | | | | | AIP Target ($)x | Performance Weighting | = | AIP Payout |

  67. Annual Incentive Plan

    Based on the above results and formula, the NEOs earned the following AIP payments for 2023 performance:

  68. Annual Incentive Plan

    | Name | AIP Target ($) | Performance Weighting (%) | 2023 AIP Payout ($) | | Robert Mehrabian | $1,650,000 | 82.0% | $1,352,500 | | Susan L. Main | $441,600 | 82.0% | $362,000 | | Stephen F. Blackwood | $263,467 | 82.0% | $215,900 | | Jason VanWees | $445,600 | 82.0% | $365,300 | | Edwin Roks | $457,600 | 73.4% | $335,700 | | George C. Bobb III | $436,800 | 98.2% | $429,100 |

  69. Annual Incentive Plan

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  70. Annual Incentive Plan

    It is the policy of the Committee not to make discretionary upward adjustments in determining AIP awards for NEOs, and no such adjustments were made in determining actual 2023 AIP awards. For 2023, aggregate AIP awards for all employees (including the NEOs) were paid from a pool equal to 2.1% of income before taxes before payment of AIP awards, which is less than the 11% limit initially established by the Committee when it approved the 2023 AIP goals. The 11% limit is a cap for the aggregate bonus amounts. It is not a pre-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

  71. Stock Options

    Stock Options The timing of stock option award issuances was shifted from October 2023 to January 2024 in part to align the issuance of all annual long-term incentive award programs with a January cadence. Consequently, no stock options were issued to NEOs in 2023.

  72. Performance-Based Restricted Stock Award Program

    Performance-Based Restricted Stock Award Program The Company grants awards of performance-based restricted stock or restricted stock units, generally each calendar year, to key employees (including NEOs). These awards are 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 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 compare Teledyne’s relative return to stockholders over the three-year calendar period to the S&P 500 Index.

  73. Performance-Based Restricted Stock Award Program

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  74. Performance-Based Restricted Stock Award Program

    2023 Performance-Based Restricted Stock Grants The following table shows the percent of base salary used to determine the performance-based restricted stock awards granted to our NEOs in 2023 and the dollar value of each such award (based on percentage of base salary), with the dollar value of each participant’s 2022 award 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, internal pay equity consideration, adjustments for promotions and enhanced responsibilities, and, in the case of Dr. Mehrabian, the terms of his employment agreement.

  75. Performance-Based Restricted Stock Award Program

    | Name | 2023 Restricted Stock Award (as % of Base Salary) | 2023 Restricted Stock Award ($) | 2022 Restricted Stock Award ($) (for reference) | | Robert Mehrabian | 160% | $1,760,000 | $1,760,000 | | Susan L. Main | 45% | $238,500 | $238,500 | | Stephen F. Blackwood | 45% | $180,000 | $180,000 | | Jason VanWees | 45% | $240,750 | $240,750 | | Edwin Roks | 60% | $330,000 | $330,000 | | George C. Bobb III | 60% | $312,000 | $220,500 |

  76. Performance-Based Restricted Stock Award Program

    The number of restricted shares was determined by dividing the applicable dollar-denominated value by the average of the high and low stock prices for 20 trading days preceding the date of grant. As such, the dollar-denominated values of these awards are not equal to the accounting grant-date fair value of the awards, which we are required to disclose in the “Summary Compensation Table” later in this Proxy Statement. The targeted performance goal for the 2023-2025 restricted stock awards is the performance of our common stock as compared to the S&P 500 Index. For a participant to retain any of the restricted shares, our three-year aggregate return to stockholders (as measured by our stock price) must be more than 35% of the performance of the S&P 500 Index for the three-year period. If our stock performance is less than 35% of the S&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 receives the target number of shares granted. The maximum award is the same as the target award (100% of shares issued). We believe that benchmarking the performance-based restricted stock performance goals to a broader market index like the S&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 or a Change in Control” beginning on page 82 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 Committee based on achievement of the specified performance objectives, free of the restrictive legend. Vesting of 2020 and 2021 Performance-Based Restricted Stock Grants We granted performance-based restricted stock to key employees, including the NEOs, on January 21, 2020 and January 26, 2021. Restrictions on 97.9% of the 2020 performance-based restricted stock award lapsed on

  77. Performance-Based Restricted Stock Award Program

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  78. Performance-Based Restricted Stock Award Program

    January 21, 2023, since the performance of our stock price was 97.9% of that of the Russell 1000 for the three-year period ended December 31, 2022, and in January 2023, the Committee confirmed vesting with respect to 97.9% of such awards. Restrictions on 89.4% of the 2021 performance-based restricted stock award lapsed on January 26, 2024, since the performance of our stock price was 89.4% of that of the S&P 500 for the three-year period ended December 31, 2023, and in January 2024, the Committee confirmed vesting with respect to 89.4% of such awards. Change in Control Severance Agreements and Employment Agreements

  79. Change in Control Severance Agreements

    Change in Control Severance Agreements Each NEO 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 82 of this Proxy Statement. Effective January 1, 2024, Ms. Main is no longer eligible to receive severance benefits under the Change in Control Severance Agreement following her retirement. In entering into these agreements, the 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 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 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 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.

  80. Employment Agreement with Dr. Mehrabian

    Employment Agreement with Dr. Mehrabian The Company has entered into an employment agreement with Dr. Mehrabian (the “Mehrabian Employment Agreement”). On October 24, 2023, Teledyne and Dr. Mehrabian amended and restated the Mehrabian Employment Agreement to reflect changes in compensation approved by the Committee in connection with a succession planning announcement in which Dr. Mehrabian would become Executive Chairman, Dr. Roks would become Chief Executive Officer and Mr. Bobb would become President and Chief Operating Officer, each effective as of January 1, 2024. With input from Exequity, the Committee set long term incentives to provide an equal value mix among the three components of Teledyne’s long-term compensation programs (stock options, performance plan, and performance-based restricted stock), with each component providing target compensation (on an annualized basis) equal to 100% of Dr. Mehrabian’s annual base salary starting in 2024. The Mehrabian Employment Agreement provides that through December 31, 2023, Teledyne will employ Dr. Mehrabian as Chairman, President and Chief Executive Officer and that effective January 1, 2024, the Company shall employ Dr. Mehrabian as Executive Chairman, with primary responsibility to manage the affairs of the Board and to manage and direct mergers and acquisition activities, strategic planning, technology and margin expansion initiatives of Teledyne. The term of the Mehrabian Employment Agreement continues through December 31, 2026. The Mehrabian Employment Agreement further provides for the following, among other things:

  81. Employment Agreement with Dr. Mehrabian

    | • | Base Salary: Dr. Mehrabian’s base salary shall be $1,100,000 effective as of January 1, 2024, subject to future annual increases at the discretion of the Committee. |

  82. Employment Agreement with Dr. Mehrabian

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  83. Employment Agreement with Dr. Mehrabian

    | • | AIP: Dr. Mehrabian shall participate in the AIP with a target opportunity of 150% of base salary through December 31, 2023, and 100% of base salary thereafter. |

  84. Employment Agreement with Dr. Mehrabian

    | • | Restricted Stock: Prior to December 31, 2023, Dr. Mehrabian shall participate in the restricted stock award program with annual grants equal to 160% of base salary as of the date of the grant subject to meeting targets set forth in the restricted stock award and thereafter Dr. Mehrabian shall participate in the restricted stock award program with annual grants equal to 100% of base salary as of the date of the grant subject to meeting targets set forth in the restricted stock award. |

  85. Employment Agreement with Dr. Mehrabian

    | • | Performance Plan: Through December 31, 2023, Dr. Mehrabian will participate at a target opportunity equal to 160% of base salary. For future Performance Plan awards, if any, Dr. Mehrabian will participate at a target opportunity of 100% of base salary. |

  86. Employment Agreement with Dr. Mehrabian

    | • | Stock Options: With respect to options granted to Dr. Mehrabian beginning in 2024 and thereafter, if any, the Mehrabian Employment Agreement provides that Dr. Mehrabian’s stock option grants will have a fair value as of the grant date equal to 100% of base salary. With respect to options granted to Dr. Mehrabian after 2019, the Mehrabian Employment Agreement provides that (i) in the event of Dr. Mehrabian’s separation of service for any reason other than death, outstanding stock options shall continue to vest and the right of Dr. Mehrabian to exercise vested stock options, when and as vested, shall continue and (ii) in the event of the death of Dr. Mehrabian, all outstanding options shall vest in full and the right of Dr. Mehrabian’s beneficiary to exercise the stock options shall terminate upon the expiration of twelve months from the date of Dr. Mehrabian’s death; provided that in no event may such stock options be exercised after the expiration of any applicable option period. |

  87. Employment Agreement with Dr. Mehrabian

    | • | Supplemental Pension Benefit: With respect to Dr. Mehrabian’s Non-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). The Mehrabian Employment Agreement further provides that Teledyne will pay to Dr. Mehrabian (or his designee in the event of death) any unpaid amounts under the Non-Qualified Pension Benefit in a single lump sum payment within sixty (60) days following the date of Dr. Mehrabian’s death or disability. In addition, Dr. Mehrabian may request a payment under the Non-Qualified Pension Benefit in the event of an unforeseeable emergency as such term is defined under Section 409A of the Internal Revenue Code. |

  88. Employment Agreement with Dr. Mehrabian

    | • | 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. |

  89. Employment Agreement with Dr. Mehrabian

    Perquisites and Other Benefits. Perquisites All our NEOs receive car allowances. We provide car allowances in cases where the NEO typically travels for business and for retention of senior executives. The amount of the car allowances provided to the NEOs are included in the column head “All Other Compensation” in the Summary Compensation Table. Dr. Roks receives employer-paid tax preparation services, as do all other Teledyne employees who are required to work in multiple tax jurisdictions around the world. In 2023, 2022, and 2021 Teledyne paid $8,185, $8,353, and $6,460, respectively, for Dr. Roks’ tax preparation fees.

  90. Employment Agreement with Dr. Mehrabian

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  91. Employment Agreement with Dr. Mehrabian

    Deferred Compensation Our NEOs 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”. In addition, the Nonqualified Deferred Compensation Table sets forth information about the account balances, contributions and withdrawals of each NEO that participates in the deferred compensation plan. Pension Plans Our pension plan was initially established at the time of our spin-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 into two separate plans, one comprised largely of inactive participants and the other comprised largely of active participants (together, the “Pension Plans”). Of our NEOs, Dr. Mehrabian and Mr. VanWees participate in our Pension Plans, with Dr. Mehrabian participating in the legacy pension plan 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 NEOs that participate in the Pension Plans and the pension equalization/benefit restoration plan can be found in the Pension Benefits Table. Dr. Roks, who was employed by Teledyne DALSA B.V. in The Netherlands in 2023, participated 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” of this Proxy Statement. In addition, the Pension Benefits Table sets forth information about each NEO’s years of credited service and the actuarial present value of each NEO’s accumulated benefit under our pension plan. Other Compensation-Related Policies and Practices Stock Ownership Policies The 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. Our Board has adopted stock ownership guidelines that require key executives and non-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:

  92. Employment Agreement with Dr. Mehrabian

    | Position | Value of Shares Owned | | Executive Chairman, Chief Executive Officer and President and Chief Operating Officer | 5 x base salary | | Vice Chairman, Executive Vice Presidents and Senior Vice Presidents | 3 x base salary | | Segment Presidents or Presidents of Consolidated Business Units (annual revenue > $100 million) | 2 x base salary | | Corporate Vice Presidents (Corporate and General Managers) and other Executives | 1 x base salary |

  93. Employment Agreement with Dr. Mehrabian

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  94. Employment Agreement with Dr. Mehrabian

    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 vested in-the-money options are included in the definition of common stock. We believe including these awards is aligned with goals of stock ownership given that they are tied to stock price performance and prioritize long-term share price growth over short-term gains. Our Nominating and Governance Committee reviews compliance with the stock ownership guidelines annually at its January meeting. As of the end of 2023, all NEOs and non-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.” Clawback Policy In October 2023, our Board approved a “clawback” policy in compliance with rules of the New York Stock Exchange that requires the Company to seek reimbursement from executive officers of bonus, incentive and certain equity-based awards if the executive’s award was predicated upon the achievement of certain financial reporting measures that were subsequently the subject of a financial restatement and a lower payment, award, or vesting would have occurred based upon the restated financial results. In addition, the policy gives the Board the ability to seek reimbursement from an executive officer of bonus, incentive and equity-based awards (including time-vested stock options or restricted stock units) if, in the Board’s view, the executive officer engaged in any felony, willful misconduct or breach of fiduciary duty with respect to such executive officer’s services to the company or any act of fraud, embezzlement or misappropriation by the executive officer related to the company or its business. 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 Committee, which is the administrator of these plans. The Committee has delegated authority to our Executive Chairman and our Chief Executive Officer to grant a specified number of options and restricted stock units 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, 29,109 remained available for grant by our Executive Chairman and our Chief Executive Officer under this delegated authority as of February 14, 2024. Grants by our Executive Chairman and our Chief Executive Officer under this 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 2023, no options and 1,699 restricted stock units were granted to employees by our Chairman, President and Chief Executive Officer under his delegated authority. The timing of stock option award issuances was shifted from October 2023 to January 2024 in part to align the issuance of all annual long-term incentive award programs with a January cadence. We anticipate future annual grants will be made at the Committee’s January meeting. We typically issue our press release containing financial results for the fourth quarter shortly following this meeting date. 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 the Amended

  95. Employment Agreement with Dr. Mehrabian

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  96. Employment Agreement with Dr. Mehrabian

    and Restated 2014 Incentive Award Plan 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 the 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 Committee. Grants made by the Executive Chairman and our 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 may be granted under our stockholder-approved incentive award plans by the Committee, which is the administrator of these plans. Performance-based restricted stock awards are generally granted each year by the Committee at its regularly scheduled meeting in January. For 2023, 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. Non-employee directors are automatically granted an award of restricted stock units in an amount equal to $170,000, 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 $85,000. 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 generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer and the next three most highly compensated executive officers (as well as certain other officers who were covered employees in years after 2016). The 2017 Tax Cuts and Jobs Act eliminated most of the exceptions from the $1 million deduction limit, except for certain arrangements in place as of November 2, 2017. As a result, most of the compensation payable to our named executive officers in excess of $1 million per person in a year will not be fully deductible.

  97. Employment Agreement with Dr. Mehrabian

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  98. Employment Agreement with Dr. Mehrabian

    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 Form 10-K for the year ended December 31, 2023. Submitted by the Personnel and Compensation Committee of the Board of Directors: Michelle A. Kumbier, Chair Charles Crocker Kenneth C. Dahlberg Robert A. Malone Vincent J. Morales Jane C. Sherburne February 20, 2024

  99. Employment Agreement with Dr. Mehrabian

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  100. Employment Agreement with Dr. Mehrabian

    Summary Compensation Table The following Summary Compensation Table sets forth information about compensation earned by: (1) our Principal Executive Officer, (2) our current and former Principal Financial Officers and (3) the three other most highly compensated executive officers who were required to file reports under Section 16 of the Exchange Act for fiscal year 2023 (collectively, the “NEOs” or “named executives”). Titles listed are the titles held by each NEO as at the end of our 2023 fiscal year.

  101. Employment Agreement with Dr. Mehrabian

    | Name and Principal Position(1) | Year | Salary | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation | Total | | Robert Mehrabian Chairman, President and Chief Executive Officer (Principal Executive Officer) | 2023 | $1,100,000 | $1,572,503 | — | $3,176,396 | $2,696,653 | $12,000(6) | $8,557,552 | | | 2022 | $1,100,000 | $4,060,681 | $1,759,955 | $1,464,900 | — | $12,000 | $8,397,536 | | | 2021 | $943,077 | $792,086 | $1,509,491 | $1,884,600 | $1,425,804 | $12,000 | $6,567,058 | | Susan L. Main Retired Senior Vice President and Chief Financial Officer (former Principal Financial Officer) | 2023 | $596,263 | $213,037 | — | $633,415 | — | $40,795(7) | $1,483,510 | | | 2022 | $530,000 | $203,508 | $800,025 | $376,400 | — | $37,099 | $1,947,032 | | | 2021 | $489,985 | $189,565 | $800,115 | $604,100 | — | $35,981 | $2,119,746 | | Stephen F. Blackwood(8) Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 2023 | $420,708 | $160,681 | — | $411,920 | — | $22,039(9) | $1,015,348 | | Edwin Roks Executive Vice President and President, Teledyne Digital Imaging | 2023 | $549,971 | $295,002 | — | $693,036 | — | $152,557(10) | $1,690,566 | | | 2022 | $520,624 | $281,556 | $880,040 | $422,500 | — | $147,726 | $2,252,446 | | | 2021 | $449,837 | $121,241 | $880,120 | $639,400 | — | $229,961 | $2,320,559 | | Jason VanWees Vice Chairman | 2023 | $551,923 | 215,204 | — | $634,755 | $126,606 | $14,196(11) | $1,542,684 | | | 2022 | $535,000 | $205,332 | $800,025 | $380,000 | — | $14,196 | $1,934,553 | | | 2021 | $467,366 | $177,843 | $800,115 | $576,600 | — | $14,196 | $2,036,120 | | George C. Bobb III Senior Vice President | 2023 | $531,400 | $278,754 | — | $666,994 | — | $23,119(12) | $1,500,267 | | | 2022 | $491,154 | $188,190 | $599,925 | $473,700 | — | $22,725 | $1,775,694 | | | 2021 | $441,668 | $113,203 | $600,137 | $502,600 | — | $38,435 | $1,696,043 |

  102. Employment Agreement with Dr. Mehrabian

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Charles Crocker | $110,000 | $170,000 | — | — | — | — | $280,000 | | Kenneth C. Dahlberg | $110,000 | $170,000 | — | — | — | — | $280,000 | | Michelle A. Kumbier | $125,000 | $170,000 | — | — | — | — | $295,000 | | Simon M. Lorne | $130,000 | $170,000 | — | — | — | — | $300,000 | | Robert A. Malone | $110,000 | $170,000 | — | — | — | — | $280,000 | | Vincent J. Morales | $110,000 | $170,000 | — | — | — | — | $280,000 | | Jane C. Sherburne | $110,000 | $170,000 | — | — | — | — | $280,000 | | Denise R. Singleton | $110,000 | $170,000 | — | — | — | — | $280,000 | | Michael T. Smith | $152,500 | $170,000 | — | — | — | $10,313(2) | $332,813 | | Wesley W. von Schack | $110,000 | $170,000 | — | — | — | — | $280,000 |

  103. George C. Bobb III

    | Year | Summary Compensation Table Total for first PEO 1 | Summary Compensation Table Total for second PEO 1 | Compensation Actually Paid to first PEO 2 | Compensation Actually Paid to second PEO 2 | Average Summary Compensation Table Total for Non-PEO NEOs 3 | Average Compensation Actually Paid to Non-PEO NEOs 4 | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) 7 | Adjusted Income Before Taxes (millions) 8 | | | | | | | | | Total Stock- holder Return (TSR) 5 | Peer Group Total Stock- holder Return 6 | | | | (a) | (b)(1) | (b)(2) | (c)(1) | (c)(2) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $8,557,552 | n/a | $6,739,816 | n/a | $1,446,475 | $1,465,578 | $128 | $153 | $885.7 | $995.8 | | 2022 | $8,397,536 | n/a | $8,251,770 | n/a | $1,977,431 | $1,932,021 | $115 | $127 | $788.6 | $1,082.7 | | 2021 | $6,567,058 | $2,604,456 | $6,203,865 | $3,299,139 | $2,080,593 | $2,300,967 | $126 | $136 | $445.3 | $1,049.4 | | 2020 | $4,699,584 | n/a | $5,816,819 | n/a | $3,499,689 | $4,022,974 | $113 | $111 | $401.9 | $490.5 |

  104. George C. Bobb III

    | 2 | The dollar amounts reported in column (c)(1) represent the amount of “compensation actually paid” to the first PEO (Dr. Mehrabian for 2021-2023 and Mr. Pichelli for 2020), as computed in accordance with SEC rules. The dollar amounts reported in column (c)(2) represent the amount of “compensation actually paid” to the second PEO for 2021 (Mr. Pichelli), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. The following adjustments were made to the PEO’s total compensation for each applicable year to determine the compensation actually paid in accordance with SE C rules: |

  105. George C. Bobb III

    | (c) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. |

  106. George C. Bobb III

    | 4 | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Dr. Mehrabian (for 2023, 2022 and 2021) and Mr. Pichelli (for 2021 and 2020)), as computed in accordance with SEC rules and regulations. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group during the applicable year. In accordance with SEC rules and regulations, the following adjustments were made to average total compensation for such NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |