DEF 14A of Teledyne Technologies Inc, Mar 12, 2026

DEF 14A of Teledyne Technologies Inc

Filed Mar 12, 2026 · FY20250001193125-26-104187

Open on EDGAR

  1. Snapshot of 2026 Director Nominees

    Snapshot of 2026 Director Nominees We believe that all of our Class III 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 Teledyne’s core values of respect, integrity, responsibility and citizenship. The following table provides summary information about each director nominee standing for election to the Board for a one-year term expiring at the 2027 Annual Meeting. As further described below, our director nominees represent a diverse range of backgrounds and overall experience.

  2. Snapshot of 2026 Director Nominees

    | Nominee | | Age | Independent | Director Since | Committee Memberships | | | Michelle A. Kumbier Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC | 58 | Yes | 2020 | • Audit Committee • Personnel and Compensation Committee (Chair) | | | 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. | 74 | Yes | 2015 | • Audit Committee • Personnel and Compensation Committee |

  3. Snapshot of 2026 Director Nominees

    | TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement | 3 |

  4. 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.

  5. Director Nominees

    | 10 | TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement |

  6. Nominees — For Terms Expiring at 2027 Annual Meeting (Class III)

    | Michelle A. Kumbier Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC Director since 2020 Age: 58 | Michelle A. Kumbier has been Senior Vice President and President, Turf & Consumer Products, of Briggs & Stratton, LLC, a privately held 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 Ryerson Holding Corporation, a value-added processor and distributor of industrial metals, since April 2024. She is a member of the audit committee of Ryerson Holding Corporation and the audit committee and compensation committee of Abbott Laboratories. 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 the Chair of our Personnel and Compensation Committee. The Board of Directors has considered the executive position and other public company directorships and committee memberships of Ms. Kumbier, and does not believe they interfere or conflict with her effectiveness in relation to her membership on the Company’s Board of Directors or the Audit 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. |

  7. Nominees — For Terms Expiring at 2027 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: 74 | 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 of 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. |

  8. Continuing Directors — Terms Expiring at the 2027 Annual Meeting (Class I)

    Continuing Directors — Terms Expiring at the 2027 Annual Meeting (Class I)

  9. Continuing Directors — Terms Expiring at the 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: 80 | 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: 60 | 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 over the company’s information technology and M&A organizations. Mr. Morales has announced his retirement from PPG effective in July 2026. 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. |

  10. Continuing Directors — Terms Expiring at the 2027 Annual Meeting (Class I)

    | 14 | TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement |

  11. Continuing Directors — Terms Expiring at the 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: 81 | 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 the lead director of Edwards 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. | | Laura A. Black Managing Director of Needham & Company, LLC Director since 2025 Age: 64 | Laura A. Black has served as a Managing Director of Needham & Company, LLC, a full-service investment banking firm, since 1999. At Needham, she has raised public and private equity capital for numerous technology companies and served as strategic financial advisor on multiple mergers and acquisitions transactions. From July 1995 to February 1999, she served as a Managing Director of Corporate Finance at Black & Company, a regional investment bank subsequently acquired by Wells Fargo Van Kasper. From July 1993 to June 1995, Ms. Black served as a Director for TRW Avionics & Surveillance Group where she evaluated acquisition candidates, managed direct investments and raised venture capital to back spin-off companies. From August 1983 to August 1992, she worked at TRW as an electrical engineer designing hardware for spread spectrum communication systems. Ms. Black currently serves as a board member of Viavi Solutions, Inc., a global provider of network test, monitoring and assurance solutions, and is a member of its corporate development committee and nominating and governance committee. She also serves as a board member of Ichor Holdings, Ltd., a provider of critical fluid delivery subsystems and components for the semiconductor industry, and is chair of its nominating and governance committee and a member of its audit committee. Ms. Black 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. Black should serve as a director: her professional background and experience, her service on other public company boards, her experience with and knowledge of companies in aerospace and defense, and her extensive experience and knowledge of technology, strategic transactions, mergers and acquisitions, capital markets, financing and cybersecurity. |

  12. Continuing Directors — Terms Expiring at the 2027 Annual Meeting (Class I)

    | TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement | 15 |

  13. Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

    Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

  14. Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

    | Robert Mehrabian Executive Chairman of the Company Director since 1999 Age: 84 | 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. He has served as director of a number of publicly traded companies including PPG Industries, Inc., Mellon Financial Corporation and its successor, The Bank of New York Mellon Corporation. 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. |

  15. Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

    | 16 | TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement |

  16. Continuing Directors — Terms Expiring at 2027 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: 75 | 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, and serves as chair of its Compensation Committee. Ms. Sherburne is Chair of the Board 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. |

  17. Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

    | TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement | 17 |

  18. Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

    | Michael T. Smith Retired Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation Director since 2001 Age: 82 | 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 EliCeres (formerly known as 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 charter member of the Electronic Industries Foundation Leadership Council. He is the former chairman of the Aerospace Industries Association, an industry trade organization, and was a member of the Council of Chief Executives. 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. |

  19. Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

    | 18 | TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement |

  20. Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

    | George C. Bobb III President and CEO of the Company Director since 2025 Age: 51 | Mr. Bobb has been President and Chief Executive Officer of Teledyne since April 28, 2025, and was appointed to the Board on October 21, 2025. Prior to that, he was President and Chief Operating Officer of Teledyne since January 1, 2024, and prior to that he served as Segment President of Teledyne’s Aerospace and Defense Electronics Segment, and had executive leadership responsibility for the Marine Instrumentation group, the Engineered Systems Segment, Teledyne Scientific & Imaging, and Teledyne’s Information Technology function. He was Executive Vice President of Teledyne from July 2023 through December 2023, and prior to that Senior Vice President of Teledyne since October 2021. He previously served as Vice President of Teledyne and President of the Aerospace and Defense Electronics Segment since July 2019. He was President of Teledyne Controls LLC from April 2018 to October 2021. Prior to that he held other executive and legal positions at Teledyne, including Chief Compliance Officer. Before Teledyne, Mr. Bobb had been the Deputy Chief of Staff of the National Security Division of the U.S. Department of Justice and served as Counsel for National Security Law and Policy. Mr. Bobb also had been an active-duty U.S. Coast Guard officer and served as Commanding Officer of the U.S. Coast Guard Cutter Marlin. The following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Bobb should serve as a director: his leadership of Teledyne as President and Chief Executive Officer, his extensive operational and executive experience across multiple Teledyne businesses and functions, his deep knowledge of the Company’s operations, products and strategic priorities gained over more than 18 years with the Company, and his prior military, government and legal experience. |

  21. Continuing Directors — Terms Expiring at 2027 Annual Meeting (Class II)

    TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement 19

  22. Director Retiring at the 2026 Annual Meeting

    | Kenneth C. Dahlberg Retired Chairman of the Board and Former Chief Executive Officer of Science Applications International Corporation (SAIC) Director since 2006 Age: 81 | 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. Mr. Dahlberg has notified the Company of his intent to retire and cease being a member of our Board immediately prior to the 2026 Annual Meeting. |

  23. Corporate Governance and Ethics Guidelines

    | • | Director compensation. |

  24. Key Compensation Governance Features

    | • | Limit on Non-Employee Director Compensation. The sum of any cash compensation earned and the grant date fair value of all awards granted to any non-employee director during any calendar year may not exceed $1,000,000. |

  25. 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 our President and Chief Executive Officer and other members of senior management, including the NEOs. In the case of the President and Chief Executive Officer and the Executive Chairman, the compensation determinations made by the Committee are reviewed and approved by the entire Board of Directors. In 2025, 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 advice in support of the proposed new Amended and Restated 2014 Incentive Award Plan 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 2025. In January 2025 and January 2026, the Committee conducted an independence and conflict-of-interest assessment of its retention of Exequity, and no conflicts of interest were identified and the Committee determined that Exequity was independent. In reaching these conclusions, the Committee considered factors set forth in applicable rules promulgated by the SEC.

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

    | TELEDYNE TECHNOLOGIES INCORPORATED | 2026 Proxy Statement | 57 |

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

    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 2025, Dr. Mehrabian worked with the Committee Chair in making compensation recommendations for the other NEOs and with our Executive Vice President, General Counsel, Chief Compliance Officer and Secretary and the Senior Vice President of Human Resources in establishing the agenda for the Committee.

  28. Components of 2025 Executive Compensation Program

    Components of 2025 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 2025 executive compensation, all of which are reviewed at least annually by the Committee.

  29. Components of 2025 Executive Compensation Program

    | 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 awards (short-term cash opportunities) | 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 financial 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 increases in stock price and aligns 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 unit 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. |

  30. Components of 2025 Executive Compensation Program

    Annual Incentive Plan Awards 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, 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 2025, 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 “2025 Compensation Decisions for Named Executive Officers” beginning on page 61 for details of the 2025 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 unit 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. 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 91 of this Proxy Statement. Performance Plan. Performance Plan awards are scalable and are intended to reward NEOs to the extent we achieve specific pre-established financial performance goals and achieve certain levels of 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 total stockholder return 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 Unit Award Program. The performance-based restricted stock unit award program provides for grants of performance-based restricted stock units, generally each calendar year, to

  31. Components of 2025 Executive Compensation Program

    NEOs based on an aggregate 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 restricted stock units are subject to both time-based and performance-based restrictions. In general, the restricted period for each award of performance-based restricted stock units 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 total stockholder return over the three-year period relative to the S&P 500 Index. See “2025 Compensation Decisions for Named Executive Officers” beginning on page 61 for details of the 2025 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 2025 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 2025 pay decisions was comprised of the following companies:

  32. Components of 2025 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 2025, our peer group contained companies having median revenues (trailing twelve months) and median market capitalizations of $5.1 billion and $23.9 billion, respectively, compared with Teledyne’s revenues (trailing twelve months) and market capitalization of $5.7 billion and $23.4 billion, respectively. In assessing executive compensation, the Committee also reviews third party survey data collected from a broader industry group consisting of companies similar in size 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 billion and the general industry group excludes financial organizations.

  33. 2025 Compensation Decisions for Named Executive Officers

    2025 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, performance, tenure, criticality of role, and variance 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.

  34. 2025 Compensation Decisions for Named Executive Officers

    For purposes of this review, the Committee considers 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 target value of performance-based restricted stock units 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 the Company to ensure accurate and meaningful comparisons. Mix of 2025 Compensation The following table shows the allocation of 2025 compensation among base salary, target AIP awards, and target long-term compensation for Mr. Bobb, our President and Chief Executive Officer during 2025, and all other NEOs as a group (excluding Dr. Roks). We believe this allocation emphasizes our focus on variable, rather than fixed, pay.

  35. 2025 Compensation Decisions for Named Executive Officers

    | | George C. Bobb III | Other Named Executives | | Base salary | 18% | 21% | | 2025 AIP bonus (at target) | 22% | 23% | | 2025 long-term compensation (at target) | 60% | 57% |

  36. 2025 Compensation Decisions for Named Executive Officers

    | Name | AIP | Stock Options | Performance Plan | Performance- Based RSUs | | George C. Bobb III | 120% | 110% | 100% | 100% | | Stephen F. Blackwood | 80% | 85% | 80% | 80% | | Robert Mehrabian | 150% | 100% | 100% | 100% | | Jason VanWees | 100% | 100% | 100% | 100% | | Melanie S. Cibik | 80% | 85% | 80% | 80% |

  37. 2025 Compensation Decisions for Named Executive Officers

    2025 Base Salary Base salaries are generally reviewed and set by the Committee in October of each year. Base salaries are also reviewed at the time of a promotion or other changes in responsibilities. In April 2025, the Committee, with input from Exequity, made additional changes to the compensation of the NEOs to better approximate the median total target compensation for peer group and general industry benchmarking data. In particular, Mr. Blackwood’s total target compensation was more than 30% below the peer group and general industry benchmark medians prior to the adjustments made by the Committee. The table below shows NEO base salaries at the end of 2025 and 2024 and reflects the promotion of Mr. Bobb to President and Chief Executive Officer effective April 28, 2025. The table below excludes Dr. Roks, who was not employed by Teledyne as of the end of 2025; his annual base salary for 2025 was $900,000.

  38. Annual Incentive Plan

    Annual Incentive Plan In January 2025, 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 tax items. |

  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 2025 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.)

  43. Annual Incentive Plan

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  44. Annual Incentive Plan

    Generally, AIP awards for NEOs are based on overall corporate 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 110% of target, the component is weighted by multiplying the percentage by two (200%). • If actual performance is equal to or less than 85% of target, the component is given a weighting of 0%. • To the extent actual performance falls between 85% and 110% of target, the multiplying factor is adjusted proportionally (i.e., a reduction of 6.67% for each percentage point that actual performance falls below 100% and an increase of 10% 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

    For 2025, the Committee widened the MWC payout range from 10% (95% to 105%) to 25% (85% to 110%) to support aggressive target setting while also keeping employees motivated to meet or exceed MWC targets as well as to provide better consistency between the payout ranges for MWC and the other financial metric components of the AIP.

  47. Annual Incentive Plan

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  48. Annual Incentive Plan

    The following table shows target and maximum AIP award opportunities and actual payment as a percent of salary for the 2025 AIP.

  49. Annual Incentive Plan

    | | AIP Opportunity as a Percent of Salary | | | | | | Participants | Target | | Maximum | | Actual* | | George C. Bobb III | 113.5 | %** | 227 | %** | 110.8% | | Edwin Roks | 120 | | 240 | | 117.2% | | Stephen F. Blackwood | 80 | | 160 | | 78.1% | | Robert Mehrabian | 150 | | 300 | | 146.5% | | Jason Van Wees | 100 | | 200 | | 97.6% | | Melanie S. Cibik | 80 | | 160 | | 78.1% |

  50. Annual Incentive Plan

    | * AIP Opportunity as a Percent of Salary was calculated based on each person’s year-end salary. |

  51. Annual Incentive Plan

    | ** Effective April 28, 2025, Mr. Bobb’s AIP target opportunity increased from 100% to 120% (maximum increasing from 200% to 240%) on a prorated basis. |

  52. 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. 2025 AIP Corporate Performance Results The table below shows AIP performance results for 2025 as compared to target amounts for NEOs for adjusted income before taxes, adjusted revenue and MWC.

  53. Annual Incentive Plan

    | | Target | Actual 2025 Results | 2025 Results (% of Target) | | Adjusted income before taxes (in millions): | $1,096.0 | $1,109.1 | 101.2% | | Adjusted revenue (in millions): | $6,195.4 | $6,172.6 | 99.6% | | MWC | 25.4% | 26.5% | 95.5% |

  54. Annual Incentive Plan

    2025 AIP Individual Objectives For 2025, 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 2025 included executive-specific goals related to continued execution of enterprise-wide operational effectiveness programs to improve operating margins, acquisition integration, 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, including global trade compliance laws, ensuring effective internal control procedures, improving data security, successfully implementing and consolidating financial planning systems and succession planning. In 2025, 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

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  56. Annual Incentive Plan

    | • | The Committee determined that Mr. Bobb achieved 100% of his individual performance objectives, based on his leadership efforts in improving cost management and margin expansion, cross-Teledyne collaboration activities and segment-level succession planning efforts, among other factors; and |

  57. Annual Incentive Plan

    | • | The Committee determined that Dr. Mehrabian achieved 100% of his individual performance objectives, based on his leadership efforts with respect to Teledyne’s capital allocation and margin expansion initiatives, and his active role in leadership development and succession planning, among other factors. |

  58. Annual Incentive Plan

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

  59. Annual Incentive Plan

    | • | Mr. Blackwood achieved 100% of his individual performance objectives, based on his leadership efforts in improving cash management, margin expansion and procurement, and support for compliance initiatives, among other factors. |

  60. Annual Incentive Plan

    | • | Mr. VanWees achieved 100% of his individual performance objectives, based on his leadership in identifying and negotiating acquisitions and leadership on cost management and margin expansion initiatives, among other factors. |

  61. Annual Incentive Plan

    | • | Miss Cibik achieved 100% of her individual performance objectives, based on her leadership on board-related matters and compliance and overseeing legal work on successfully-completed acquisitions, among other factors. |

  62. Annual Incentive Plan

    Per the terms of the Roks Agreement, Dr. Roks was deemed to achieve 100% of his individual performance objectives. 2025 AIP Payouts The following is an illustration of the AIP award calculation, using actual corporate performance results for 2025 and assuming (for illustrative purposes) that individual goals are met at 100%:

  63. Annual Incentive Plan

    | Performance Goal | Performance Goal (%) of AIP Award | 2025 Results (% of Target) | Performance Results (multiplier) | Adjusted Performance | | Adjusted income before taxes | 40% | 101.2% | 106.0% | 42.4% (40% x 1.06) | | Adjusted revenue | 25% | 99.6% | 98.9% | 24.7% (25% x 0.989) | | MWC | 15% | 95.5% | 70.1% | 10.5% (15% x 0.701) | | Individual performance objectives | 20% | 100% | 100% | 20.0% (20% x 1.0) | | Performance Weighting | | | | 97.6% |

  64. Annual Incentive Plan

    The resulting AIP payout is based on the following formula:

  65. Annual Incentive Plan

    | 2025 AIP Payout | | | | | AIP Target ($)x | Performance Weighting | = | AIP Payout |

  66. Annual Incentive Plan

    Based on the above results and formula, the NEOs earned the following AIP payments for 2025 performance:

  67. Annual Incentive Plan

    | Name | AIP Target ($) | Performance Weighting (%) | 2025 AIP Payout ($) | | George C. Bobb III | $944,300 | 97.6% | $922,100 | | Edwin Roks | $720,000* | 97.6% | $703,000 | | Stephen F. Blackwood | $512,000 | 97.6% | $499,900 | | Robert Mehrabian | $1,650,000 | 97.6% | $1,611,100 | | Jason VanWees | $595,000 | 97.6% | $581,000 | | Melanie S. Cibik | $468,000 | 97.6% | $457,000 |

  68. Annual Incentive Plan

    | * Reflects prorated AIP target per the Roks Agreement. |

  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 2025 AIP awards. For 2025, aggregate AIP awards for all employees (including the NEOs) were paid from a pool equal to 2.7% 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 2025 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 In 2025, stock options covering an aggregate of 30,014 shares of common stock were awarded to NEOs. For purposes of the Summary Compensation Table, stock options are valued based on the fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718 as reported in the Option Awards column. The Committee fixes a value target for each recipient, and then grants an option to purchase shares derived from the fair value of the option on the date of grant. The table below represents the number of shares subject to stock options granted to NEOs in 2025 as well as the fair value target used to determine the number of awards for each NEO in 2025. The fair value of 2024 stock option awards is provided for reference.

  72. Stock Options

    | Participants | 2025 Fair Value Target | 2025 Options Awarded | 2025 Option Award Opportunity as a Percent of Base Salary | 2024 Fair Value Target (for reference) | | George C. Bobb III* | $731,500 | 4,078 | 110% | $640,000 | | Edwin Roks | $1,080,000 | 6,021 | 120% | $1,080,000 | | Stephen F. Blackwood | $544,000 | 3,033 | 85% | $416,000 | | Robert Mehrabian | $1,100,000 | 6,133 | 100% | $1,100,000 | | Jason VanWees | $595,000 | 3,317 | 100% | $575,000 | | Melanie S. Cibik | $497,250 | 2,772 | 85% | $444,000 |

  73. Stock Options

    | * In addition to the option grant to Mr. Bobb set forth in the table above, on July 22, 2025, in connection with his promotion as President and Chief Executive Officer, the Personnel and Compensation Committee and Board of Directors approved a one-time grant of 4,660 stock options to Mr. Bobb having a fair value target of $1.0 million. |

  74. Stock Options

    The Committee determines the size of awards for NEOs by taking into account recommendations from our President and Chief Executive Officer and from our Executive Chairman (other than with respect to their own awards). Awards for Mr. Bobb, Dr. Mehrabian and Dr. Roks in 2025 were determined at the sole discretion of the Committee. For 2025, the Committee used the employment agreement for Dr. Mehrabian (described below) as a guideline in determining the size of his stock option award. In determining the fair value target for the options awarded to the NEOs in 2025, the Committee used guidelines for senior management that it reviews and approves annually, and which are based in part on historical awards and subject to adjustment for promotions and enhanced responsibilities. In addition, the Committee set each NEO’s award opportunity percentage to provide an equal value mix among the three components of Teledyne’s long-term compensation programs (stock options, cash-based performance plan, and

  75. Stock Options

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  76. Stock Options

    performance-based restricted stock units), with each component representing approximately 1/3 of the value of such executive’s target total long-term compensation. For the one-time stock option award made to Mr. Bobb in July 2025, the Personnel and Compensation Committee approved the award as a way to equalize the annual target compensation of Mr. Bobb with that of his predecessor, as at the time Mr. Bobb’s annual target compensation was approximately $1.0 million less than the annual target compensation of his predecessor after taking into account proration due to Mr. Bobb’s date of promotion.

  77. Performance Plan

    | ** For the 2024-2026 performance cycle, the S&P 500 Index is the benchmark for the total stockholder return component. |

  78. Performance Plan

    The percentages referred to above are then adjusted to reflect the extent to which actual performance is greater or less than the target. If actual performance is less than threshold, the component is given a weighting of 0%. Adjusted income before taxes serves as an absolute threshold for the entire Performance Plan.

  79. Performance Plan

    If actual performance is less than threshold, the component is given a weighting of 0%. Adjusted income before taxes serves as an absolute threshold for the entire Performance Plan. Results between anchor points in the table above are interpolated on a linear basis. Relative TSR is determined by the Committee based on the

  80. Performance Plan

    The participation percentages for the Performance Plan 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. In addition, the Committee set each NEO’s award opportunity percentage to provide an equal value mix among the three components of Teledyne’s long-term compensation programs (stock options, cash-based performance plan, and performance-based restricted stock units), with each component representing approximately 1/3 of the value of such executive’s target total long-term compensation. The following target Performance Plan award opportunities were set and approved by the Committee for each NEO in January 2025.

  81. Performance-Based Restricted Stock Unit Award Program

    Performance-Based Restricted Stock Unit Award Program The Company grants awards of performance-based restricted stock units (RSUs), generally each calendar year, to key employees (including NEOs). These awards are valued at an aggregate 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 RSUs are subject to both time-based and performance-based restrictions. In general, the performance period for each award of performance-based RSUs extends from the date of the grant to the third anniversary of such date, with the shares issued on the third anniversary from the date of grant, subject to achievement of performance goals. Performance conditions compare Teledyne’s total stockholder return over the three-fiscal year period relative to the S&P 500 Index. 2025 Performance-Based Restricted Stock Unit Grants The following table shows the percent of base salary used to determine the performance-based RSUs granted to our NEOs in 2025 and the dollar value of each such award (based on percentage of base salary), with the dollar value of each participant’s 2024 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. In addition, the Committee set each NEO’s award opportunity percentage to provide an equal value mix among the three components of Teledyne’s long-term compensation programs (stock options, cash-based performance plan, and performance-based restricted stock units), with each component representing approximately 1/3 of the value of such executive’s target total long-term compensation.

  82. Performance-Based Restricted Stock Unit Award Program

    | Name | 2025 RSU Award (as % of Base Salary) | 2025 RSU Award ($) | 2024 Restricted Stock Award ($) (for reference) | | George C. Bobb III | 100% | $640,000 | $640,000 | | Edwin Roks* | 120% | $1,080,000 | $1,080,000 | | Stephen F. Blackwood | 80% | $416,000 | $416,000 | | Robert Mehrabian | 100% | $1,100,000 | $1,100,000 | | Jason VanWees | 100% | $575,000 | $575,000 | | Melanie S. Cibik | 80% | $444,000 | $444,000 |

  83. Performance-Based Restricted Stock Unit Award Program

    | * Dr. Roks’ unvested RSU awards to be prorated upon vesting based on his separation date. |

  84. Performance-Based Restricted Stock Unit Award Program

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  85. Performance-Based Restricted Stock Unit Award Program

    The number of RSUs 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 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 2025-2027 RSU awards is the total stockholder return of our common stock as compared to the S&P 500 Index. In order for RSUs to vest, Teledyne’s three-year aggregate total stockholder return (as measured by Teledyne’s stock price) must be at the 25th percentile of the three-year aggregate total stockholder return of the companies comprising the S&P 500 Index at the beginning of the performance period. If Teledyne’s total stockholder return is less than the 25th percentile of the companies comprising the S&P 500 Index, no RSUs would vest; if it equals the 25th percentile, 50% of the RSUs will vest; if it ranges from the 25th percentile to the 50th percentile, a portion of the RSUs will vest; and if it is greater than the 50th percentile, all RSUs are vested but the participant does not receive additional units or shares. The calculation of total stockholder return assumes that all dividends are reinvested. We believe that benchmarking the performance-based RSU 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 RSUs. In addition, during the performance period, unvested RSUs generally will be forfeited upon a participant’s termination of employment. A description of the treatment of performance-based RSUs 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 91 of this Proxy Statement. Upon vesting of RSUs, we will issue to the recipient the appropriate number of shares of common stock, as determined by the Committee based on achievement of the specified performance objectives, with one share of common stock issued free of restrictions for each vested RSU. Vesting of 2022 and 2023 Performance-Based Restricted Stock and RSU Grants We granted performance-based restricted stock and RSUs to key employees, including the NEOs, on January 25, 2022 and January 24, 2023. Restrictions on 82.2% of the 2022 performance-based restricted stock award lapsed on January 25, 2025, since the performance of our stock price was 82.2% of that of the S&P 500 for the three-year period ended December 31, 2023, and in January 2025, the Committee confirmed vesting with respect to 82.2% of such awards. Restrictions on 69% of the 2023 performance-based restricted stock award lapsed on January 24, 2026, since the performance of our stock price was 69% of that of the S&P 500 for the three-year period ended December 31, 2025, and in January 2026, the Committee confirmed vesting with respect to 69% of such awards. Change in Control Severance Agreements, Employment Agreements and Retirement and Severance Agreements

  86. 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 91 of this Proxy Statement. 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.

  87. Change in Control Severance Agreements

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  88. Change in Control Severance Agreements

    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.

  89. Employment Agreement with Dr. Mehrabian

    Employment Agreement with Dr. Mehrabian On December 16, 2025, the Company entered into a Ninth Amended and Restated Employment Agreement with Dr. Mehrabian (the “Mehrabian Employment Agreement”). The Mehrabian Employment Agreement provides that the Company shall continue to 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, 2028. The Mehrabian Employment Agreement further provides for the following, among other things:

  90. Employment Agreement with Dr. Mehrabian

    | • | Base Salary: Dr. Mehrabian’s base salary shall be $1,300,000 effective as of January 1, 2026, subject to future annual increases at the discretion of the Committee. Dr. Mehrabian’s prior employment agreement provided for a base salary of $1,100,000. |

  91. Employment Agreement with Dr. Mehrabian

    | • | AIP: Dr. Mehrabian shall participate in the AIP with a target opportunity of 150% of base salary. |

  92. Employment Agreement with Dr. Mehrabian

    | • | Restricted Stock Units: Starting in 2026, Dr. Mehrabian shall participate in the restricted stock unit award program with annual grants equal to 110% of base salary as of the date of the grant subject to meeting targets set forth in the restricted stock award. Dr. Mehrabian’s prior employment agreement provided for a target participation rate of 100% of base salary. |

  93. Employment Agreement with Dr. Mehrabian

    | • | Performance Plan: Starting in 2026, Dr. Mehrabian will participate at a target opportunity of 110% of base salary. Dr. Mehrabian’s prior employment agreement provided for a target participation rate of 100% of base salary. |

  94. Employment Agreement with Dr. Mehrabian

    | • | Stock Options: With respect to options granted to Dr. Mehrabian beginning in 2026 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 110% of base salary. Dr. Mehrabian’s prior employment agreement provided for a target participation rate of 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. |

  95. Employment Agreement with Dr. Mehrabian

    | • | Employee Benefits: Dr. Mehrabian is entitled to participate in each qualified, non-qualified and supplemental employee benefit, executive benefit, fringe benefit and perquisite plan, policy or arrangement of the Company applicable to executive level employees. This includes the provision of risk-based, business related and personal security services, as determined to be appropriate by the Company’s security team, based on Dr. Mehrabian’s executive position and profile. |

  96. 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 |

  97. Employment Agreement with Dr. Mehrabian

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  98. Employment Agreement with Dr. Mehrabian

    | 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. |

  99. 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. |

  100. Agreement with Dr. Roks

    | • | Teledyne will pay Dr. Roks an aggregate cash severance of $1,800,000, payable in equal installments of $100,000 over a period of 18 months from September 1, 2025 through February 1, 2027, less standard deductions and withholding; |

  101. Agreement with Dr. Roks

    | • | To the extent an Annual Incentive Plan is payable for 2025, Dr. Roks will be eligible for payment on a prorated basis based on his employment through the Separation Date, with personal goals deemed achieved at 100% of target; |

  102. Agreement with Dr. Roks

    | • | Through the period Dr. Roks remains employed as a strategic advisor and during the period in which he receives severance, in the event Dr. Roks relocates, Teledyne will reimburse Dr. Roks for reasonable relocation costs, not to exceed $100,000, and will provide price protection for the sale of his primary California residence to the extent it is sold for a price less than the price he paid for it. |

  103. Agreement with Dr. Roks

    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 2025, 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.

  104. Agreement with Dr. Roks

    (continued) 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 President 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. Grants by our Executive Chairman and our President and 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 2025, no options and 2,877 restricted stock units were granted to employees by our Executive Chairman under his delegated authority. The Committee does not grant equity awards, including stock options, in anticipation of the release of material non-public information, and we do not time the release of material non-public information based upon grant dates of equity. The Committee does not take material non-public information into account in determining the timing and terms of its equity awards. Instead, equity awards are granted in connection with our yearly compensation cycle at pre-scheduled meeting dates. In 2025, stock option grants were made at the regularly scheduled meeting of the Committee and the Board on April 22, 2025. We issued our press release containing financial results for the first quarter shortly following this meeting date. In addition, a one-time stock option grant was made to our President and Chief Executive Officer at the regularly scheduled meeting of the Personnel and Compensation Committee and the Board on July 22, 2025. We issued our press release containing financial results for the second 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 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 President and 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 unit 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 unit awards are generally granted each year by the Committee at its regularly scheduled meeting in January and time-based restricted stock unit awards (granted only to non-NEOs) are generally granted each year by the Committee at its regularly scheduled meeting in April. For 2025, the number of shares of performance-based restricted stock unit awards 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. Time-based restricted stock unit awards are determined by dividing an amount generally equal in value to a specified percentage of a participating employee’s base salary by the closing share price on the date of grant.

  105. Agreement with Dr. Roks

    (continued) Non-employee directors are automatically granted an award of restricted stock units in an amount equal to $210,000, 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 $105,000. 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.

  106. Agreement with Dr. Roks

    | 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 | | George C. Bobb III President and Chief Executive Officer (Principal Executive Officer) | 2025 | $816,827 | $601,546 | $1,730,522 | $1,080,908 | — | $25,246(6) | $4,255,049 | | | 2024 | $640,000 | $582,748 | $640,069 | $739,212 | — | $24,962 | $2,626,991 | | | 2023 | $531,400 | $278,754 | — | $666,994 | — | $23,119 | $1,500,267 | | Edwin Roks Former Chief Executive Officer (former Principal Executive Officer) | 2025 | $610,451 | $1,015,546 | $1,079,565 | $852,307 | — | $433,718(7) | $3,991,587 | | | 2024 | $900,000 | $983,312 | $1,080,010 | $1,001,790 | — | $35,103 | $4,000,215 | | | 2023 | $549,971 | $295,002 | — | $693,036 | — | $152,557 | $1,690,566 | | Stephen F. Blackwood Executive Vice President and Chief Financial Officer (Principal Financial Officer) | 2025 | $609,538 | $391,267 | $543,817 | $591,520 | — | $23,889(8) | $2,160,031 | | | 2024 | $520,000 | $378,687 | $415,994 | $443,840 | — | $23,500 | $1,782,021 | | | 2023 | $420,708 | $160,681 | $— | $411,920 | — | $22,039 | $1,015,348 | | Robert Mehrabian Executive Chairman | 2025 | $1,100,000 | $1,034,344 | $1,099,647 | $2,506,940 | $3,757,634 | $288,923(9) | $9,787,488 | | | 2024 | $1,100,000 | $1,001,212 | $1,100,023 | $2,413,380 | $2,388,024 | $12,000 | $8,014,639 | | | 2023 | $1,100,000 | $1,572,503 | $— | $3,176,396 | $2,696,653 | $12,000 | $8,557,552 | | Jason VanWees Vice Chairman | 2025 | $589,923 | $540,779 | $594,738 | $703,542 | $129,777 | $14,196(10) | $2,572,955 | | | 2024 | $575,000 | $523,478 | $575,070 | $607,847 | $17,572 | $14,196 | $2,313,163 | | | 2023 | $551,923 | $215,204 | $— | $634,755 | $126,606 | $14,196 | $1,542,684 | | Melanie S. Cibik(11) Executive Vice President, General Counsel, Chief Compliance Officer & Secretary | 2025 | $577,385 | $417,497 | $497,020 | $566,944 | $68,056 | $14,196(12) | $2,141,098 |

  107. 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 ($) | | Laura A. Black | $21,699 | $105,000 | — | — | — | — | $126,699 | | Charles Crocker | $55,000 | — | — | — | — | — | $55,000 | | Kenneth C. Dahlberg | $110,000 | $210,000 | — | — | — | — | $320,000 | | Michelle A. Kumbier | $130,000 | $210,000 | — | — | — | — | $340,000 | | Simon M. Lorne | $135,000 | $210,000 | — | — | — | — | $345,000 | | Robert A. Malone | $110,000 | $210,000 | — | — | — | — | $320,000 | | Vincent J. Morales | $110,000 | $210,000 | — | — | — | — | $320,000 | | Jane C. Sherburne | $110,000 | $210,000 | — | — | — | — | $320,000 | | Denise R. Singleton | $110,000 | $210,000 | — | — | — | — | $320,000 | | Michael T. Smith | $165,000 | $210,000 | — | — | — | $14,542(2) | $389,542 | | Wesley W. von Schack | $110,000 | $210,000 | — | — | — | — | $320,000 |

  108. Jason VanWees

    | 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) | | 2025 | $4,255,049 | $3,991,587 | $3,871,281 | $394,373 | $4,165,393 | $2,849,927 | $132 | $193 | $894.8 | $1,109.1 | | 2024 | $4,000,215 | n/a | $4,299,169 | n/a | $3,684,204 | $3,309,521 | $136 | $181 | $819.2 | $993.1 | | 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 |

  109. Jason VanWees

    | (2) The dollar amounts reported in column (c)(1) represent the amount of “compensation actually paid” to the first PEO (Mr. Bobb for 2025, Dr. Roks for 2024, and Dr. Mehrabian for 2021-2023), 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 (Dr. Roks for 2025 and Mr. Pichelli for 2021), 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 SEC rules: |

  110. Jason VanWees

    | (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. |

  111. Jason VanWees

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Bobb (for 2025), Dr. Roks (for 2025 and 2024), Dr. Mehrabian (for 2023, 2022 and 2021) and Mr. Pichelli (for 2021)), 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: |

  112. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Section 2. Number and Term of Office. The Board of Directors shall consist of not less than four (4) and not more than twelve (12) members. Subject to the foregoing sentence, the number of directors shall be fixed and may be changed from time to time by resolution duly adopted by a majority of the directors then in office, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. Except as provided in Section 3 of this Article III, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if as of the close of the applicable notice period set forth in Article NINE of the Certificate of Incorporation, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section 2, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast against that director. The Nominating and Governance Committee of the Board of Directors has established procedures under which any incumbent director who is not elected shall offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next meeting of stockholders at which he or she would otherwise face re-election (or such earlier date as determined by the Board of Directors) and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors pursuant to this Section 2, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors in its sole discretion may fill any resulting vacancy pursuant to the provisions of Section 3 of this Article III or may decrease the size of the Board of Directors pursuant to the provisions of Section 2 of this Article III. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders. Each director serving as a director immediately following the 2024 Annual Meeting of Stockholders, unless he or she may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall hold office until the expiration of the term for which he or she has been elected, and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. At the 2024 Annual Meeting of Stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected for a three-year term expiring at the 2027 Annual Meeting of Stockholders. At the 2025 Annual Meeting of Stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected for a two-year term expiring at the 2027 Annual Meeting of Stockholders. At the 2026 Annual Meeting of Stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected for a one-year term expiring at the 2027 Annual Meeting of Stockholders. At the 2027 Annual Meeting of Stockholders, and at each meeting of stockholders thereafter, each director shall be elected for a one-year term expiring at the next Annual Meeting of Stockholders. Each director shall hold office until the expiration of the term for which he or she is elected, and until his or her successor shall have been elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. This paragraph of Article III, Section 2 is also contained in Article TEN, Section (A) of the Corporation’s Certificate of Incorporation, and accordingly, may be altered, amended or repealed only to the extent and at the time the comparable Certificate Article is altered, amended or repealed. Section 3. Vacancies. Except as otherwise fixed pursuant to the provisions of Article FOUR of the Corporation’s Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors: (A) In case of any increase in the number of directors, the additional director or directors, and in case of any vacancy in the Board of Directors due to death, resignation, removal, disqualification or any other reason, the successors to fill the vacancies, shall be elected by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. (B) Directors appointed in the manner provided in paragraph (A) to newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or any other cause shall hold office for a term expiring at the next Annual Meeting of stockholders at which their term expires and until their successors are duly elected and qualified, or until their earlier resignation or removal. (C) No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. The foregoing provisions of this Article III, Section 3 are also contained in Article TEN, Section (B) of the Corporation’s Certificate of Incorporation, and accordingly, may be altered, amended or repealed only to the extent and at the time the comparable Certificate Article is altered, amended or repealed.

  113. BOARD OF DIRECTORS

    Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly-elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly-elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, electronic mail, telegram or facsimile transmission on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these Bylaws. Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws (including Section 11 of this Article III), at all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 6. Actions of Board Without a Meeting. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting. Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent allowed by law and provided in the Bylaw or resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. Section 9. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Section 10. Removal. Any director or directors may be removed from office only as provided in the Corporation’s Certificate of Incorporation.

  114. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Section 2. Number and Term of Office. The Board of Directors shall consist of not less than four (4) and not more than twelve (12) members. Subject to the foregoing sentence, the number of directors shall be fixed and may be changed from time to time by resolution duly adopted by a majority of the directors then in office, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. Except as provided in Section 3 of this Article III, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if as of the close of the applicable notice period set forth in Article NINE of the Certificate of Incorporation, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section 2, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast against that director. The Nominating and Governance Committee of the Board of Directors has established procedures under which any incumbent director who is not elected shall offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next meeting of stockholders at which he or she would otherwise face re-election (or such earlier date as determined by the Board of Directors) and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors pursuant to this Section 2, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors in its sole discretion may fill any resulting vacancy pursuant to the provisions of Section 3 of this Article III or may decrease the size of the Board of Directors pursuant to the provisions of Section 2 of this Article III. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders. Each director serving as a director immediately following the 2024 Annual Meeting of Stockholders, unless he or she may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall hold office until the expiration of the term for which he or she has been elected, and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. At the 2024 Annual Meeting of Stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected for a three-year term expiring at the 2027 Annual Meeting of Stockholders. At the 2025 Annual Meeting of Stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected for a two-year term expiring at the 2027 Annual Meeting of Stockholders. At the 2026 Annual Meeting of Stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected for a one-year term expiring at the 2027 Annual Meeting of Stockholders. At the 2027 Annual Meeting of Stockholders, and at each meeting of stockholders thereafter, each director shall be elected for a one-year term expiring at the next Annual Meeting of Stockholders. Each director shall hold office until the expiration of the term for which he or she is elected, and until his or her successor shall have been elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. This paragraph of Article III, Section 2 is also contained in Article TEN, Section (A) of the Corporation’s Certificate of Incorporation, and accordingly, may be altered, amended or repealed only to the extent and at the time the comparable Certificate Article is altered, amended or repealed. Section 3. Vacancies. Except as otherwise fixed pursuant to the provisions of Article FOUR of the Corporation’s Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors: (A) In case of any increase in the number of directors, the additional director or directors, and in case of any vacancy in the Board of Directors due to death, resignation, removal, disqualification or any other reason, the successors to fill the vacancies, shall be elected by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. (B) Directors appointed in the manner provided in paragraph (aA) to newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or any other cause shall hold office for a term expiring at the next Annual Meeting of stockholders at which the their term expires and until their successors are duly elected and qualified, or until their earlier resignation or removal. (C) No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. The foregoing provisions of this Article III, Section 3 are also contained in Article TEN, Section (B) of the Corporation’s Certificate of Incorporation, and accordingly, may be altered, amended or repealed only to the extent and at the time the comparable Certificate Article is altered, amended or repealed. Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly-elected Board of Directors shall

  115. BOARD OF DIRECTORS

    be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly-elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, electronic mail, telegram or facsimile transmission on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these Bylaws. Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws (including Section 11 of this Article III), at all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 6. Actions of Board Without a Meeting. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting. Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent allowed by law and provided in the Bylaw or resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. Section 9. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Section 10. Removal. Any director or directors may be removed from office only as provided in the Corporation’s Certificate of Incorporation. Section 11. Initial Period. (a) As used in these Bylaws, (i) the “Third Annual Meeting” means the third Annual Meeting of stockholders held after the date on which the common stock of the Corporation becomes registered pursuant to Section 12 of the Exchange Act, (ii) the “Initial Period” means the period beginning on the date of the adoption of this Section 11 and ending on the date of the Third Annual Meeting, (iii) “ATI” means Allegheny Teledyne Incorporated, a Delaware corporation, (iv) and “Majority Directors” means directors of the Corporation who are also members of the Board of Directors of ATI. (b) During the Initial Period, at least a majority of the directors of the Corporation shall be Majority Directors. If the election of any director at any time during the Initial Period or if a director’s ceasing to be a member of the Board of Directors of ATI results in the number of Majority Directors being less than a majority of the directors of the Corporation then in office, the number of directors shall be increased to the next largest number such that the filling of the resulting vacancy or vacancies by the election of one or more directors who are also members of the Board of Directors of ATI will result in a majority of the directors of the Corporation being Majority Directors, and the successor or successors to fill said vacancy or vacancies shall be elected by a majority of the Majority Directors then in office, or by a sole remaining Majority Director. (c) In case of any vacancy in the Board of Directors during the Initial Period due to death, resignation, removal or disqualification of or any other reason affecting any Majority Director, the successor to fill the vacancy shall be elected by a majority of the Majority Directors then in office, or by a sole remaining Majority Director. Directors elected in the manner provided in this paragraph (c) shall hold office for a term expiring at the next Annual Meeting of stockholders at which the term of the class to which they have been elected expires and until their successors are duly elected and qualified, or until their earlier resignation or removal. (d) During the Initial Period, no quorum shall exist at a meeting of the Board of Directors and no act shall be the act of the Board of Directors unless a majority of the directors present at any such meeting are Majority Directors. (e) The provisions of this Section 11 may not be altered, amended or repealed during the Initial Period except by a resolution duly adopted by all of the Majority Directors. ARTICLE IV