Teledyne Technologies Inc 8-K, filed Jan 27, 2021
Teledyne Technologies Inc (TDY)
8-K
2021-01-27
For: 2021-01-26
View Original
Added on
April 08, 2026
About this 8-K
Teledyne Technologies Inc filed this 8-K on January 27, 2021, reporting on events of January 26, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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 26, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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 | ||||||
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
(e) On January 26, 2021, the Personnel and Compensation Committee of Teledyne’s Board of Directors (the "Committee") took the following actions:
(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:
| Name | Position | 2021 AIP Award 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 Financial Officer | 75 | % | |||||||||||||||||
| Jason Vanwees | Executive Vice President | 75 | % | |||||||||||||||||
| Melanie S. Cibik | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | 60 | % | |||||||||||||||||
| Edwin Roks | Vice President and Group President, Teledyne Digital Imaging | 75 | % | |||||||||||||||||
(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:
| Name | Position | 2021 Performance Plan Award 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 Financial Officer | 41.7 | % | |||||||||||||||||
| Jason Vanwees | Executive Vice President | 41.7 | % | |||||||||||||||||
| Melanie S. Cibik | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | 41.7 | % | |||||||||||||||||
| Edwin Roks | Vice President and Group President, Teledyne Digital Imaging | 40 | % | |||||||||||||||||
(5) The Committee approved and the Company entered into amendments to the employment agreements for Robert Mehrabian and Aldo Pichelli to reflect the changes to the structure of the Performance Plan discussed under (4) above. Copies of each of the amendments are attached to this filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 10.1 | |||||
| Exhibit 10.2 | |||||
| Exhibit 10.3 | |||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | ||||
† Denotes management contract or compensatory plan or arrangement.
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 | ||||||||||||||
| Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||||||||||||||
| Dated: January 27, 2021 | ||||||||||||||
Teledyne Technologies Incorporated Performance Plan
(under the Amended and Restated 2014 Incentive Award Plan)
January 2021
The Performance Plan (“PP”) is a long-term incentive plan designed to reward executives and certain key employees (“Participants”) for the Company’s achievement of pre-specified financial goals over a three-fiscal-year period (the “Performance Period”). A new Performance Period cycle is established each fiscal year with overlapping Performance Period cycles, subject to the approval of the Personnel and Compensation Committee.
Performance Measurement
Company performance is measured using the following weighted financial metrics and aligns Participants with stockholder interests:
| Financial Metric | Three-year aggregate corporate operating profit | Three-year aggregate corporate revenue | Three-year relative Total Shareholder Return (TSR) versus the S&P 500 Index | ||||||||
| Weighting | 40% | 30% | 30% | ||||||||
At the beginning of each Performance Period, a matrix setting the three-year performance goals for the financial metrics above will be established and submitted for the Personnel and Compensation Committee’s approval. Depending on actual performance against the pre-determined goals, payouts under the PP after the conclusion of a Performance Period may be from 0% to 200% of Target. Awards will be denominated 100% cash during the Performance Period.
| Goal as Percent of Target | Payout | ||||||||||||||||
| Three-year aggregate corporate operating profit | Three-year aggregate corporate revenue | Three-year relative Total Shareholder Return (TSR) versus the S&P 500 Index | |||||||||||||||
| Maximum | 120% | 120% | 120% | 200% | |||||||||||||
| Target | 100% | 100% | 100% | 100% | |||||||||||||
| Threshold | 75%* | 67% | 67% | 10% | |||||||||||||
* No awards are made if the three-year aggregate operating profit is less than 75% of Target, unless otherwise determined by the Personnel and Compensation Committee.
Note that results between anchor points in the table above are interpolated on a linear basis.
January 2021
Page 1 of 3
Participation
This Plan is intended to be restricted to Participants whose actions most directly affect the long-term success of the Company. Participation will be determined based on nomination by the Executive Chairman or Chief Executive Officer and approval by the Personnel and Compensation Committee. A Participant’s target award is based on a stated percent of the Participant’s annual base salary at the time the PP is set (referred to as a Participant’s “Participation Percentage”). Participation Percentage varies by position from 10% to 100%. Participation in one cycle does not guarantee participation in any subsequent cycle.
Calculation of Performance Award at Target
The Personnel and Compensation Committee shall have full power to revise and adjust the Target Performance Award for a three-year cycle and the positions eligible to participate in the Plan at any time during the three-year performance period.
Timing of Payment
Payments will be made as soon as practicable following the closing of the Performance Period and approval of the award amounts by the Personnel and Compensation Committee. 1
Clawback Policy
Any award under this plan is subject to the provisions of any claw-back policy implemented by Teledyne, as contemplated by the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, including, without limitation, the Executive Compensation Recoupment (Clawback) Policy adopted on February 25, 2014 or any successor policy.
Non-Transferability
Performance Awards are non-transferable.
Termination of Employment
If a Participant terminates employment because of retirement or disability, such Participant’s PP participation will be prorated based on the number of full months of employment, divided by 36. Awards will be paid at the same time as Awards are paid to active Participants. Whether the termination was because of retirement or disability will be determined by the Company in its sole discretion.
If a Participant terminates employment for any other reason prior to the conclusion of the Performance Period, the current cycle’s payment will be forfeited unless deemed otherwise by the Personnel and Compensation Committee.
1 The prior 2018-2020 Performance Share Plan (PSP) had a three-year Performance Period with three installment payments over a three-year period. Installment payments for the prior 2018-2020 PSP cycle are governed by their separate plan documents.
January 2021
Page 2 of 3
Change of Control
In the event of a change in control, a Participant’s participation will be pro-rated based on the number of full months of employment during the cycle, divided by 36, assuming applicable goals are met at 100% of performance targets. On a change in control, awards are paid thirty days following the change in control event.
Tax Consequences
For U.S. Federal income tax purposes, the cash payment made to a Participant under the PP is taxable as wages at ordinary income tax rates in the year in which it is received. State and local income tax laws generally provide for the same treatment. The Company is required to withhold applicable taxes at the time it makes any payment.
Plan Risk
Although the PP is a cash-only plan, a portion of the formula for calculating any potential payments under the plan considers Teledyne’s three-year relative Total Shareholder Return (TSR) versus the S&P 500 Index. Teledyne’s stock price has fluctuated, and it may continue to do so. Many factors could affect our stock price, including variations in our operating results and acquisitions and other strategic actions taken by the Company, as well as factors beyond our control, such as general economic factors, volatile energy prices, exchange rate fluctuations, policies of the governments in countries where we work, international unrest and terrorism, as well as extreme weather and natural disasters (including pandemics).
Additional Information
If you have any questions, please contact:
Melanie S. Cibik
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Teledyne Technologies Incorporated
1049 Camino Dos Rios
Thousand Oaks, CA 91360
Telephone: 805-373-4605
Email: melanie.cibik@teledyne.com
January 2021
Page 3 of 3
AMENDMENT NUMBER 1
TO SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AS OF JANUARY 26, 2021
THIS AMENDMENT NUMBER 1 (“Amendment”) to the SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of January 26, 2021, by and between the Company and the Executive. Capitalized terms used in this Amendment without definition have the meaning given to such terms in the Employment Agreement.
RECITALS
WHEREAS, this Amendment is an amendment to the Employment Agreement made and entered into on October 23, 2018; and
WHEREAS, in 2021, the Company is transitioning to a new, overlapping three-year Performance Plan (“Performance Plan” or “PP”) with payouts, if any, following closure of each performance period.
NOW, THEREFORE, in consideration of the respective covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows:
SECTION 4.b.2. of the Employment Agreement is amended as follows (with changes in bold and red text):
PSP/PP. Through December 31, 2019, in the PSP at an opportunity equal to 150% of Base Salary if targets are reached at 100%. Effective January 1, 2020, in the PSP at an opportunity equal to 300% of Base Salary if targets are reached at 100%. The applicable percentage for Executive’s current 2018-2020 PSP award will be prorated, with this increased percentage effective as of January 1, 2020. Effective January 1, 2021, the Company is transitioning to a Performance Plan, with overlapping three-year, all cash performance periods, with cash payouts, if any, following as soon as practical following the closing of the performance period. As a result of this change, Executive will participate in the PP at an opportunity equal to 100% of Base Salary if targets are reached at 100%. Installment payments and participation in the prior 2018-2020 PSP cycle are governed by their separate plan documents and the Employment Agreement.
Except as expressly amended hereby, the Employment Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the day and year first written above.
EXECUTIVE By: /s/ Robert Mehrabian | TELEDYNE TECHNOLOGIES INCORPORATED By: /s/ Charles Crocker Chair, Personnel and Compensation Committee | ||||
AMENDMENT NUMBER 1
TO EMPLOYMENT AGREEMENT
AS OF JANUARY 26, 2021
THIS AMENDMENT NUMBER 1 (“Amendment”) to the EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of January 26, 2021, by and between the Company and the Executive. Capitalized terms used in this Amendment without definition have the meaning given to such terms in the Employment Agreement.
RECITALS
WHEREAS, this Amendment is an amendment to the Employment Agreement made and entered into on October 23, 2018; and
WHEREAS, in 2021, the Company is transitioning to a new, overlapping three-year Performance Plan (“Performance Plan” or “PP”) with payouts, if any, following closure of each performance period.
NOW, THEREFORE, in consideration of the respective covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows:
SECTION 4.b.(2) of the Employment Agreement is amended as follows (with changes in bold and red text):
PSP/PP. In the PSP at an opportunity equal to 300% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the PSP for any measurement period. The applicable percentage for Executive’s current 2018-2020 PSP award shall be prorated, with this increased percentage effective as of January 1, 2019. Effective January 1, 2021, the Company is transitioning to a Performance Plan, with overlapping three-year, all cash performance periods, with cash payouts, if any, following as soon as practical following the closing of the performance period. As a result of this change, Executive will participate in the PP at an opportunity equal to 100% of Base Salary if targets are reached at 100%. Installment payments and participation in the prior 2018-2020 PSP cycle are governed by their separate plan documents and the Employment Agreement.
Except as expressly amended hereby, the Employment Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the day and year first written above.
EXECUTIVE By: /s/ Robert Mehrabian | TELEDYNE TECHNOLOGIES INCORPORATED By: /s/ Charles Crocker Chair, Personnel and Compensation Committee | ||||