Teledyne (NYSE: TDY) updates board, boosts 2026 performance-tied pay

Rhea-AI Filing Summary

Teledyne Technologies reported several board and executive compensation updates. Director Kenneth C. Dahlberg plans to retire at the end of his term at the 2026 annual meeting, after which the board size will be set at 10 directors and the number of Class III directors will be reduced from three to two.

The compensation committee approved 2025 cash bonuses under the Annual Incentive Plan for senior leaders, including $922,100 for President and CEO George C. Bobb III and $1,611,100 for Executive Chairman Robert Mehrabian. It also approved cash awards under the 2023–2025 Performance Plan after determining performance reached 50.9% of target, and confirmed that 69% of 2023 performance-based restricted stock will vest based on relative stock performance versus the S&P 500 Index.

For 2026, the committee set new incentive structures, with target bonuses up to 150% of base salary for certain executives and new performance-based restricted stock and cash performance plan cycles tied to operating profit, revenue, and total shareholder return against the S&P 500. It also approved a one-time special performance-based restricted stock unit grant of $3.3 million for Dr. Mehrabian.

Insights

Corporate governance and executive compensation analyst

Routine board transition and incentive resets with performance-linked pay.

Teledyne is combining a planned board transition with a broad refresh of executive incentives. Kenneth C. Dahlberg’s retirement at the end of his term modestly reduces board size and the number of Class III directors, but remains within typical large-cap governance norms.

Cash bonuses and performance plan payouts to top executives reflect 2025 results and 2023–2025 performance, with the committee citing achievement of 50.9% of target for the performance plan and relative stock performance of 69% versus the S&P 500 driving partial vesting of 2023 performance-based equity. For the 2026–2028 cycles, a larger share of compensation is explicitly tied to operating profit, revenue, and total shareholder return versus the S&P 500.

The one-time $3.3 million performance-based RSU grant to Executive Chairman Robert Mehrabian stands out in size but remains subject to the same multi-year stock performance hurdles as the broader 2026 restricted stock program. Overall, these actions mainly formalize incentive structures rather than signaling a change in financial outlook.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 20, 2026

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware

1-15295

25-1843385

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1049 Camino Dos Rios Thousand Oaks, California

91360-2362

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (805) 373-4545

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name on each exchange on which registered
Common Stock, par value $.01 per share			TDY			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(b)     On January 20, 2026, Kenneth C. Dahlberg informed the Board of Directors (the “Board”) of Teledyne Technologies Incorporated (“Teledyne”) of his decision to retire from being a director of Teledyne at the end of his term, which expires at the 2026 Annual Meeting of Stockholders currently planned for April 22, 2026. With Mr. Dahlberg's planned retirement, the Board of Directors has fixed the number of directors at 10 effective immediately prior to the 2026 Annual Meeting of Stockholders, with the number of Class III directors being reduced from three to two.

(e) At its meeting on January 20, 2026, the Personnel and Compensation Committee (the "Committee") of the Board of Teledyne took the following actions, which actions were ratified by Teledyne's Board:

(1) The Committee authorized payment of Annual Incentive Plan (“AIP”) cash bonus awards with respect to the 2025 fiscal year under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (the “Plan”) to each of the Named Executive Officers set forth below identified in Teledyne’s 2025 Proxy Statement.

The following table sets forth the AIP cash bonus payments for the 2025 fiscal year to the following Named Executive Officers identified in Teledyne’s 2025 Proxy Statement:

Name

Current Position

2025 AIP Award

George C. Bobb III

President and Chief Executive Officer

$922,100

Edwin Roks

Former Chief Executive Officer

$703,000

Stephen F. Blackwood

Executive Vice President and Chief Financial Officer

$499,900

Robert Mehrabian

Executive Chairman

$1,611,100

Jason VanWees

Vice Chairman

$581,000

(2) The Committee authorized payment of awards under the cash Performance Plan for the 2023-2025 Performance Period. The Committee determined that the applicable performance goals were achieved at 50.9% of target.

The following table sets forth the Performance Plan award payments for the 2023-2025 performance period to the following Named Executive Officers identified in Teledyne’s 2025 Proxy Statement:

Name

Current Position

Performance Plan Award Payments 2023-2025 Performance Period

George C. Bobb III

President and Chief Executive Officer

$158,808

Edwin Roks

Former Chief Executive Officer

$149,307

Stephen F. Blackwood

Executive Vice President and Chief Financial Officer

$91,620

Robert Mehrabian

Executive Chairman

$895,840

Jason VanWees

Vice Chairman

$122,542

(3)     Restrictions on 69% of the 2023 performance-based restricted stock award will lapse on January 24, 2026, since the performance of our stock price was 69% of that of the S&P 500 Index for the three-year performance period ended December 31, 2025, and on January 20, 2026, the Committee confirmed that 69% of such awards will vest on the date the restrictions are scheduled to lapse.

(4) The Committee approved the 2026 goals for the AIP cash bonus awards to each of Teledyne’s Named Executive Officers under the Plan. AIP award opportunities are expressed as a percentage of a participant’s base salary and are based on the achievement of pre-defined performance measures, with up to 200% of the target award eligible to be paid in the case of significant over-achievement. The majority of the 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. Generally, 40% of the awards are tied to the achievement of predetermined levels of operating profit, 25% to the achievement of predetermined levels of 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. In addition, per the Committee's policy, downward (but not upward) discretionary adjustments are allowed with respect to awards to Named Executive Officers identified in the proxy statement filed in the award year. AIP awards are generally paid from a pool not to exceed 11% of operating profit, subject to modification by the Committee. No AIP bonus will be earned in any year unless operating profit is positive, after accruing for bonus payments, and operating profit is at least 75% of the operating plan, subject in each case to modification by the Committee.

For 2026, subject to the performance measures and discretion of the Committee, as noted above, the following Named Executive Officers identified in Teledyne’s 2025 Proxy Statement and currently employed by Teledyne are eligible for a target AIP cash bonus based on the following percentage of their annual base salary:

Name						Current Position						2026 AIP Award Opportunity as a Percentage of Base Salary
George C. Bobb III						President and Chief Executive Officer						130						%
Stephen F. Blackwood						Executive Vice President and Chief Financial Officer									85			%
Robert Mehrabian						Executive Chairman									150			%
Jason VanWees						Vice Chairman									100			%

(5) The Committee established a Performance-Based Restricted Stock Unit Award Program under the Plan for key employees, including the Named Executive Officers currently employed by Teledyne. This program provides grants of restricted stock units, generally each calendar year, to key employees at an aggregate fair market value equal to a specified 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 a time-based and performance-based component. In general, the vesting period for each grant of restricted stock units extends from the date of the grant to the third anniversary of such date, with the units vesting on the third anniversary. However, unless the Committee determines otherwise, if Teledyne fails to meet certain minimum performance goals for a multi-year performance cycle (typically three fiscal years) established by the Committee as applicable to a restricted stock unit award, then none of the restricted stock units will vest and all restricted stock units are forfeited. If Teledyne achieves the minimum established performance goals, but fails to attain an aggregate level of 100% of the targeted performance goals, then only a portion of the restricted stock units will vest. The performance goal for the 2026-2028 restricted stock award is the total shareholder return of Teledyne’s common stock as compared to the S&P 500 Index. In order for a participant's restricted stock units to vest, Teledyne’s three-year aggregate total shareholder return (as measured by Teledyne’s stock price) must be at the 25th percentile of the three-year aggregate total shareholder return of the companies comprising the S&P 500 Index at the beginning of the performance period. If Teledyne’s total shareholder return is less than the 25th percentile of the companies comprising the S&P 500 Index, no restricted stock units would vest; if it equals the 25th percentile, 50% of the restricted stock units will vest; if it ranges from the 25th percentile to the 50th percentile, a portion of the restricted stock units will vest; and if it is greater than the 50th percentile, all restricted stock units will vest but the participant does not receive additional shares. The calculation of total shareholder return assumes that all dividends are reinvested.

For the 2026-2028 Restricted Stock Unit Award, the percentage of base salary used to determine the amount of the grant for the following Named Executive Officers identified in Teledyne’s 2025 Proxy Statement and currently employed by Teledyne is set forth below:

Name						Current Position						2026 Restricted Stock Award Opportunity as a Percentage of Base Salary
George C. Bobb III						President and Chief Executive Officer						140						%
Stephen F. Blackwood						Executive Vice President and Chief Financial Officer									95			%
Robert Mehrabian						Executive Chairman									110			%
Jason VanWees						Vice Chairman						100						%

(6)    As contemplated by the Ninth Amended and Restated Employment Agreement with Dr. Mehrabian, dated as of December 16, 2025, the Committee approved a one-time special retention performance-based restricted stock unit award grant of $3.3 million. This additional, one-time grant is subject to meeting the same performance targets and subject to the same terms as the 2026 Restricted Stock Award described in paragraph (5) above.

(7)    The Committee established under the Plan a three-year cycle of Teledyne’s Performance Plan for key employees, including the Named Executive Officers.

Performance Plan awards are intended to reward executives to the extent Teledyne achieves specific pre-established financial performance goals and provides a greater long-term return to shareholders relative to a broader market index. The 2026-2028 performance plan awards are based on the following goals: 40% of the award is based on the achievement of specified levels of operating profit, 30% on the achievement of specified levels of revenue and 30% on the achievement of specified levels of total shareholder return. No awards are made if the three-year aggregate operating profit is less than 75% of target, unless the Committee determines otherwise. For the operating profit and revenue components, a maximum of 200% can be earned if 120% of the target is achieved. For the total shareholder return component, a maximum of 200% can be earned if Teledyne's aggregate total shareholder return is at or above the 75th percentile compared to the companies in the benchmark index. For the 2026-2028 performance cycle, the S&P 500 Index is the benchmark for the total shareholder return component.

Awards are paid in cash to the participants as soon as practicable after the end of the performance cycle.

For the 2026-2028 performance cycle, the following Named Executive Officers identified in Teledyne’s 2025 Proxy Statement and currently employed by Teledyne are eligible for a target award based on the following percentage of their annual base salary:

Name						Current Position						2026-2028 Performance Plan Award Opportunity as a Percentage of Base Salary
George C. Bobb III						President and Chief Executive Officer						140						%
Stephen F. Blackwood						Executive Vice President and Chief Financial Officer									95			%
Robert Mehrabian						Executive Chairman									110			%
Jason VanWees						Vice Chairman						100						%

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TELEDYNE TECHNOLOGIES INCORPORATED

By:

/s/ Melanie S. Cibik

Melanie S. Cibik

Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

Dated: January 21, 2026

FAQ

What board change did Teledyne Technologies (TDY) announce in this 8-K?

Teledyne Technologies disclosed that director Kenneth C. Dahlberg will retire at the end of his term at the 2026 Annual Meeting of Stockholders. Following his retirement, the Board will have 10 directors, and the number of Class III directors will be reduced from three to two.

What 2025 cash bonuses did Teledyne Technologies (TDY) approve for its top executives?

For 2025 under the Annual Incentive Plan, Teledyne approved cash bonuses including $922,100 for President and CEO George C. Bobb III, $703,000 for Former CEO Edwin Roks, $499,900 for CFO Stephen F. Blackwood, $1,611,100 for Executive Chairman Robert Mehrabian, and $581,000 for Vice Chairman Jason VanWees.

How did Teledyne Technologies (TDY) perform against its 2023–2025 Performance Plan targets?

The Personnel and Compensation Committee determined that Teledyne achieved 50.9% of target under the 2023–2025 Performance Plan. Based on this, it approved cash awards such as $158,808 for George C. Bobb III and $895,840 for Robert Mehrabian, among others.

What triggered the vesting of Teledyne Technologies’ 2023 performance-based restricted stock?

Restrictions on 69% of the 2023 performance-based restricted stock award will lapse on January 24, 2026. This reflects Teledyne’s stock price performance being 69% of the S&P 500 Index over the three-year period ended December 31, 2025, and the committee’s confirmation that this portion will vest when restrictions lapse.

What are the 2026 target bonus opportunities for Teledyne Technologies (TDY) executives?

For 2026, target Annual Incentive Plan opportunities as a percentage of base salary include 130% for President and CEO George C. Bobb III, 85% for CFO Stephen F. Blackwood, 150% for Executive Chairman Robert Mehrabian, and 100% for Vice Chairman Jason VanWees, subject to financial and individual performance goals.

How is Teledyne Technologies (TDY) structuring its 2026–2028 restricted stock and performance plan awards?

For 2026–2028, Teledyne’s restricted stock unit awards vest after three years based on total shareholder return versus the S&P 500, with no vesting if performance is below the 25th percentile and full vesting if it exceeds the 50th percentile. The cash Performance Plan cycle allocates 40% to operating profit goals, 30% to revenue goals, and 30% to total shareholder return, with potential payouts up to 200% of target for strong performance.

What special equity award did Teledyne Technologies (TDY) grant to Executive Chairman Robert Mehrabian?

Under his Ninth Amended and Restated Employment Agreement, Teledyne approved a one-time special performance-based restricted stock unit grant of $3.3 million for Executive Chairman Robert Mehrabian. This award uses the same performance targets and terms as the 2026 restricted stock program, including multi-year total shareholder return hurdles versus the S&P 500 Index.