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Teledyne Technologies 8-K Report, Executive Changes (Jan 21, 2026)

Reports
Leadership Changes
Filing Date
Filed January 21, 2026
Period End
January 20, 2026
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 · Jan ’25Jan ’25

01—Abstract

Summary

Summary of the 8-K filed January 21, 2026. Cited figures are marked; the original filing is the authoritative source.

Teledyne Technologies Incorporated (TDY) reported in this 8-K that director Kenneth C.

Dahlberg will retire at the end of his term, which expires at the 2026 Annual Meeting of Stockholders, currently planned for April 22, 2026. The Board fixed the number of directors at 10 effective immediately before that meeting, with Class III directors reduced from three to two. At its January 20, 2026 meeting, the Personnel and Compensation Committee authorized 2025 Annual Incentive Plan cash bonuses, ranging from $499,900 to $1,611,100a for the named executive officers, and 2023-2025 Performance Plan payments, after performance goals were achieved at 50.9% of target.

Restrictions on 69%b of the 2023 performance-based restricted stock award will lapse on January 24, 2026, because Teledyne's stock performance was 69% of the S&P 500 Index over the three-year period ended December 31, 2025. The Committee also set 2026 compensation opportunities, including AIP targets of 130% of base salary for CEO George C.

Bobb III and 150% for Executive Chairman Robert Mehrabian. It approved 2026-2028 restricted stock unit and Performance Plan opportunities, and a one-time $3.3 millionc special retention performance-based restricted stock unit grant to Dr. Mehrabian under his Ninth Amended and Restated Employment Agreement dated December 16, 2025.

02—Key points

Key Highlights

  1. Director Kenneth C. Dahlberg will retire at the end of his term at the 2026 Annual Meeting of Stockholders, currently planned for April 22, 2026.
  2. The Board reduced the number of directors to 10 effective immediately before the 2026 Annual Meeting, with Class III directors reduced from three to two.
  3. 2025 AIP cash bonuses were authorized, including $1,611,100 for Executive Chairman Robert Mehrabian and $922,100 for CEO George C. Bobb III.
  4. 2023-2025 Performance Plan goals were achieved at 50.9% of target, with payments such as $895,840 to Dr. Mehrabian and $158,808 to Mr. Bobb.
  5. 69% of the 2023 performance-based restricted stock award will vest on January 24, 2026, based on stock performance at 69% of the S&P 500 Index over the three years ended December 31, 2025.
  6. Dr. Mehrabian receives a one-time special retention performance-based restricted stock unit grant of $3.3 million under his December 16, 2025 employment agreement.
  7. The 2026-2028 Performance Plan awards are weighted 40% operating profit, 30% revenue and 30% total shareholder return against the S&P 500 Index, with a maximum payout of 200%.

03—Questions

Frequently Asked Questions

  1. Why is a director leaving the Teledyne Board?

    Kenneth C. Dahlberg informed the Board on January 20, 2026 of his decision to retire as a director at the end of his current term, which expires at the 2026 Annual Meeting of Stockholders, currently planned for April 22, 2026. The filing does not state a reason for the retirement.

  2. How much did senior executives earn in 2025 incentive bonuses?

    The Committee authorized 2025 AIP cash bonuses of $922,100 for George C. Bobb III, $703,000 for Edwin Roks (former CEO), $499,900 for Stephen F. Blackwood, $1,611,100 for Robert Mehrabian and $581,000 for Jason VanWees.

  3. What performance metrics drive the 2026 compensation programs?

    AIP awards are 40% tied 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. The 2026-2028 restricted stock units vest based on Teledyne's three-year total shareholder return relative to the S&P 500 Index, and the 2026-2028 Performance Plan is weighted 40% operating profit, 30% revenue and 30% total shareholder return.

  4. What is the special award to Dr. Mehrabian?

    The Committee approved a one-time special retention performance-based restricted stock unit grant of $3.3 million to Dr. Mehrabian, as contemplated by his Ninth Amended and Restated Employment Agreement dated December 16, 2025. The grant is subject to the same performance targets and terms as the 2026 Restricted Stock Award.

04—Continue

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