TELEDYNE TECHNOLOGIES INCORPORATED Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
(e) On
(1) The Committee authorized payment of Annual Incentive Plan ("AIP") cash bonus
awards under the Amended and Restated Teledyne Technologies Incorporated 2014
Incentive Award Plan (the "Plan") to each of the Named Executive Officers
identified in Teledyne's 2020 Proxy Statement with respect to the 2020 fiscal
year. 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. For 2020, 40% of the
award is 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. 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 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.
The following table sets forth the AIP cash bonus payments for the 2020 fiscal
year to the Named Executive Officers identified in Teledyne's 2020 Proxy
Statement:
Name Position 2020 AIP Award
Robert Mehrabian Executive Chairman $736,200
Aldo Pichelli President and Chief Executive Officer $599,900
Susan L. Main Senior Vice President and Chief Financial
Officer $244,900
Jason Vanwees Executive Vice President $296,800
Melanie S. Cibik Senior Vice President, General Counsel,
Chief Compliance Officer and Secretary $178,900
Edwin Roks Vice President and Group President,
Teledyne Digital Imaging $244,500
(2) The Committee approved the 2021 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 2021, subject to the performance measures and discretion of the Committee,
as noted above, the following Named Executive Officers identified in Teledyne's
2020 Proxy Statement are eligible for a target AIP cash bonus based on the
following percentage of their annual base salary:
2021 AIP Award
Name Position Eligibility as a Percentage of Base Salary
Robert Mehrabian Executive Chairman 120 %
Aldo Pichelli President and Chief Executive Officer 110 %
Susan L. Main Senior Vice President and Chief 75 %
Financial Officer
Jason Vanwees Executive Vice President 75 %
Melanie S. Cibik Senior Vice President, General Counsel, 60 %
Chief Compliance Officer and Secretary
Edwin Roks Vice President and Group President, 75 %
Teledyne Digital Imaging
(3) The Committee established a Restricted Stock Award Program under the Plan
for key employees, including the Named Executive Officers currently employed by
the company. This program provides grants of restricted stock or 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 percentage of base salary used to determine the amount of the
grant is 100% for Dr. Mehrabian , 100% for Mr. Pichelli , 45% for Ms. Main , 45%
for Mr. Vanwees , 45% for Miss Cibik , and 30% for Mr. Roks . The restrictions are
subject to both a time-based and performance-based component. In general, the
restricted period for each grant of restricted stock extends from the date of
the grant to the third anniversary of such date, with the restrictions lapsing
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 years) established by the Committee as
applicable to a restricted stock award, then all of the restricted stock is
forfeited. If Teledyne achieves the minimum established performance goals, but
fails to attain an aggregate level of 100% of the targeted performance goals,
then a portion of the restricted stock would be forfeited. The performance goal
for the 2021-2023 restricted stock award is the price of Teledyne's common stock
as compared to the S&P 500 Index. In order for a participant to retain the
restricted shares, Teledyne's three-year aggregate return to shareholders (as
measured by Teledyne's stock price) must be at least 35% of the performance of
the S&P 500 Index for the three-year period. If Teledyne's stock performance is
less than
--------------------------------------------------------------------------------
35% of the S&P 500 Index performance, all restricted shares would be forfeited.
If it ranges from 35% to less than 100%, a portion of the restricted shares will
be forfeited. If it is 100% or more than 100%, no shares are forfeited and the
participant does not receive additional shares.
(4) The Committee established under the Plan a three-year cycle of Teledyne's
Performance Plan for key employees, including the Named Executive Officers.
Beginning with the 2021-2023 performance cycle, the Company transitioned from a
Performance Share Program, with awards made every three years and paid out in
cash and stock in three annual installments following the end of a three-year
performance period, to a Performance Plan, with overlapping three-year all cash
performance periods, with cash payouts, if any, following as soon as practical
following the end of each three-year performance period.
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
Performance Plan provides grants of performance units, which key officers and
executives may earn if Teledyne meets specified performance objectives over a
three-year period (2021-2023). Forty percent 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
return to shareholders. No awards are made if the three-year aggregate operating
profit is less than 75% of target, unless the Committee determines otherwise. A
maximum of 200% for each component can be earned if 120% of the target is
achieved. For the 2021-2023 performance cycle, established by the Committee at
its January 26, 2021 meeting, the S&P 500 Index is the benchmark for the
specified return to shareholders component.
Awards are paid in cash to the participants as soon as practicable after the end
of the performance cycle. A description of the terms of the Performance Plan is
attached as an exhibit to this filing.
For the 2021-2023 performance cycle, the following Named Executive Officers identified in Teledyne's 2020 Proxy Statement are eligible for a target award based on the following percentage of their annual base salary:
2021 Performance Plan Award
Name Position Eligibility as a Percentage of Base Salary
Robert Mehrabian Executive Chairman 100 %
Aldo Pichelli President and Chief Executive Officer 100 %
Susan L. Main Senior Vice President and Chief 41.7 %
Financial Officer
Jason Vanwees Executive Vice President 41.7 %
Melanie S. Cibik Senior Vice President, General 41.7 %
Counsel, Chief Compliance Officer and
Secretary
Edwin Roks Vice President and Group President, 40 %
Teledyne Digital Imaging
--------------------------------------------------------------------------------
(5) The Committee approved and the Company entered into amendments to the
employment agreements for
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit 10.1 Performance Plan Summary Plan Description † Exhibit 10.2 Amendment No. 1 to Sixth Amended and Restated
Employment Agreement dated
as of January 26, 2021 , by and between Teledyne
and Robert Mehrabian †
Exhibit 10.3 Amendment No. 1 to Employment Agreement dated as
of
and between Teledyne Technologies Incorporated and Aldo Pichelli †
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
† Denotes management contract or compensatory plan or arrangement.
--------------------------------------------------------------------------------
© Edgar Online, source
