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Teledyne Technologies 8-K Report, Executive Changes (Jan 22, 2025)

Reports
Leadership Changes
Filing Date
Filed January 22, 2025
Period End
January 21, 2025
Security
TDY
In the record · 2016–202610-K1210-Q338-K120

TDY filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 120 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’19Mar ’19
  2. Deal closed8-K · May ’21May ’21
  3. Leadership change8-K · Jan ’23Jan ’23
  4. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed January 22, 2025. Cited figures are marked; the original filing is the authoritative source.

Teledyne Technologies Incorporated's Personnel and Compensation Committee, at its January 21, 2025 meeting, authorized payment of 2024 fiscal year Annual Incentive Plan (AIP) cash bonuses to five Named Executive Officers identified in the company's 2024 Proxy Statement.

The largest AIP award was $1,176,100a for Executive Chairman Robert Mehrabian, followed by $769,800 for CEO Edwin Roks, $584,200 for President and COO George C. Bobb III, $438,600 for Vice Chairman Jason VanWees, and $317,300 for Senior Vice President and CFO Stephen F. Blackwood.

The Board ratified these actions. The Committee also authorized payment of cash Performance Plan awards for the 2022-2024 performance period, finding that performance goals were achieved at 70.3% of target. Payments ranged from $126,540 (Blackwood) to $1,237,280b (Mehrabian).

The Committee set 2025 AIP goals and established a 2025-2027 Performance-Based Restricted Stock Unit Award Program and a 2025-2027 cash Performance Plan. AIP awards are weighted 40%c to operating profit, 25% to revenue, 15% to managed working capital as a percentage of revenue, and 20% to individual objectives, with up to 200% of target payable for significant over-achievement and an AIP pool not to exceed 11% of operating profit.

The 2025-2027 restricted stock units vest based on Teledyne's three-year total shareholder return relative to the S&P 500 Index, with no vesting below the 25th percentile. The 2025-2027 Performance Plan is weighted 40%d to operating profit, 30% to revenue and 30% to total shareholder return against the S&P 500 Index.

02—Key points

Key Highlights

  1. 2024 AIP cash bonuses authorized: Mehrabian $1,176,100; Roks $769,800; Bobb $584,200; VanWees $438,600; Blackwood $317,300.
  2. 2022-2024 Performance Plan goals achieved at 70.3% of target, with payments from $126,540 (Blackwood) to $1,237,280 (Mehrabian).
  3. 2025 AIP target opportunities as a percentage of base salary: Mehrabian 150%, Roks 120%, Blackwood 80%, Bobb 100%, VanWees 100%.
  4. AIP funding requires positive operating profit after bonus accruals and operating profit at least 75% of plan, with a pool not to exceed 11% of operating profit.
  5. New 2025-2027 Performance-Based RSU Award Program vests based on three-year total shareholder return versus the S&P 500 Index, with a 25th percentile threshold and full vesting above the 50th percentile.
  6. New 2025-2027 cash Performance Plan weights operating profit at 40%, revenue at 30% and total shareholder return at 30%, with a maximum of 200% of target payable.

03—Questions

Frequently Asked Questions

  1. How much did Teledyne's top executives receive in 2024 annual incentive bonuses?

    The Committee authorized 2024 AIP cash bonuses of $1,176,100 for Executive Chairman Robert Mehrabian, $769,800 for CEO Edwin Roks, $584,200 for President and COO George C. Bobb III, $438,600 for Vice Chairman Jason VanWees, and $317,300 for SVP and CFO Stephen F. Blackwood.

  2. How did the 2022-2024 Performance Plan pay out?

    The Committee determined that performance goals for the 2022-2024 performance period were achieved at 70.3% of target. Resulting payments were $231,990 for Roks, $126,540 for Blackwood, $1,237,280 for Mehrabian, $155,012 for Bobb and $169,247 for VanWees.

  3. How are 2025 annual incentive awards determined?

    Awards are based 40% on operating profit, 25% on revenue, 15% on managed working capital as a percentage of revenue and 20% on individual objectives. Up to 200% of target may be paid for significant over-achievement, and the Committee may apply downward discretionary adjustments. AIP awards are generally paid from a pool not exceeding 11% of operating profit.

  4. What conditions must be met for the 2025-2027 restricted stock units to vest?

    Vesting occurs on the third anniversary of grant and depends on Teledyne's three-year aggregate total shareholder return relative to the S&P 500 Index. Teledyne must reach at least the 25th percentile, where 50% of units vest. Units vest partially between the 25th and 50th percentiles and fully above the 50th percentile, with no additional shares for exceeding it. If Teledyne falls below the 25th percentile, no units vest.

04—Continue

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