What bonuses did Teledyne's top executives receive for fiscal 2023?

The Committee authorized 2023 AIP cash bonuses of $1,352,500 for Robert Mehrabian, $429,100 for George C. Bobb III, $365,300 for Jason VanWees, $362,000 for Susan L. Main and $335,700 for Edwin Roks.

How did the 2021-2023 Performance Plan pay out?

The Committee determined that performance goals were achieved at 118.9% of target, and payments ranged from $237,894 to $1,823,896 across the Named Executive Officers, with Mehrabian receiving the largest amount.

How are executives' 2024 incentives tied to performance?

AIP awards depend mainly on operating profit, revenue and managed working capital, with a smaller portion on individual objectives. The 2024-2026 restricted stock units depend on three-year total shareholder return relative to the S&P 500, and the 2024-2026 Performance Plan depends on operating profit, revenue and total shareholder return.

Can the Committee adjust executive bonuses downward?

Per the Committee's policy, downward but not upward discretionary adjustments are allowed for Named Executive Officers in the proxy statement filed in the award year.

Where can investors find the full terms of the new equity and cash plans?

The form of Performance-Based Restricted Stock Unit Award Agreement is filed as Exhibit 10.1, and the Summary Plan Description for the Performance Plan is filed as Exhibit 10.2, both incorporated by reference.

TDY 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed January 25, 2024. Cited figures are marked; the original filing is the authoritative source.

Teledyne Technologies Incorporated (TDY) filed this Form 8-K under Item 5.02 to disclose compensation actions taken by its Personnel and Compensation Committee at a meeting on January 23, 2024, which the Board of Directors ratified.

The Committee authorized 2023 fiscal year Annual Incentive Plan (AIP) cash bonuses for the Named Executive Officers, with Robert Mehrabian (Executive Chairman) receiving $1,352,500,^a Edwin Roks (Chief Executive Officer) $335,700, George C. Bobb III (President and Chief Operating Officer) $429,100, Jason VanWees (Vice Chairman) $365,300, and Susan L. Main (former Senior Vice President and Chief Financial Officer) $362,000.

The Committee also authorized payouts under the cash Performance Plan for the 2021-2023 performance period, where performance goals were achieved at 118.9% of target. Payments ranged from $237,894 for Bobb to $1,823,896^b for Mehrabian, with Roks receiving $357,336, VanWees $269,455 and Main $271,415. Looking forward, the Committee set 2024 AIP goals and established a 2024-2026 Performance-Based Restricted Stock Unit Award program and a 2024-2026 three-year Performance Plan.

AIP awards are weighted 40%^c operating profit, 25% revenue, 15% managed working capital as a percentage of revenue and 20% individual objectives, with a pool capped at 11% of operating profit. The restricted stock units vest based on three-year total shareholder return relative to the S&P 500, and the Performance Plan is weighted 40% operating profit, 30% revenue and 30% total shareholder return. Target levels for these 2024 programs are expressed as percentages of base salary, with Roks carrying the highest targets.

02—Key points

Key Highlights

2023 AIP cash bonuses authorized: Mehrabian $1,352,500; Bobb $429,100; VanWees $365,300; Main $362,000; Roks $335,700.
2021-2023 Performance Plan goals achieved at 118.9% of target, with payouts from $237,894 (Bobb) to $1,823,896 (Mehrabian).
2024 AIP awards allow up to 200% of target for significant over-achievement and are weighted 40% operating profit, 25% revenue, 15% managed working capital and 20% individual goals.
AIP bonus pool is generally capped at 11% of operating profit, and no bonus is earned unless operating profit is positive and at least 75% of plan.
2024-2026 Performance-Based Restricted Stock Unit program vests based on Teledyne's three-year total shareholder return versus the S&P 500, with all units forfeited if below the 25th percentile.
2024-2026 Performance Plan is weighted 40% operating profit, 30% revenue and 30% total shareholder return, with a maximum payout of 200% of target.
Target 2024 incentive levels are set as percentages of base salary, with Roks at 120% for AIP and performance plan and Mehrabian at 150% for AIP.

03—Questions

Frequently Asked Questions

What bonuses did Teledyne's top executives receive for fiscal 2023?
The Committee authorized 2023 AIP cash bonuses of $1,352,500 for Robert Mehrabian, $429,100 for George C. Bobb III, $365,300 for Jason VanWees, $362,000 for Susan L. Main and $335,700 for Edwin Roks.
How did the 2021-2023 Performance Plan pay out?
The Committee determined that performance goals were achieved at 118.9% of target, and payments ranged from $237,894 to $1,823,896 across the Named Executive Officers, with Mehrabian receiving the largest amount.
How are executives' 2024 incentives tied to performance?
AIP awards depend mainly on operating profit, revenue and managed working capital, with a smaller portion on individual objectives. The 2024-2026 restricted stock units depend on three-year total shareholder return relative to the S&P 500, and the 2024-2026 Performance Plan depends on operating profit, revenue and total shareholder return.
Can the Committee adjust executive bonuses downward?
Per the Committee's policy, downward but not upward discretionary adjustments are allowed for Named Executive Officers in the proxy statement filed in the award year.
Where can investors find the full terms of the new equity and cash plans?
The form of Performance-Based Restricted Stock Unit Award Agreement is filed as Exhibit 10.1, and the Summary Plan Description for the Performance Plan is filed as Exhibit 10.2, both incorporated by reference.

04—Continue

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