Business Context and Reporting Period
This Form 8-K Current Report was filed by Teledyne Technologies Incorporated on January 20, 2026. The filing primarily addresses corporate governance changes, specifically the retirement of a director, and details the approval of executive compensation awards for the 2025 fiscal year and the establishment of performance goals for the 2026-2028 period.
Key Financial Metrics and Compensation Data
The filing does not report consolidated revenue, profit, cash flow, debt, or liquidity metrics for the company. Instead, it discloses specific executive compensation figures and performance metrics:
- 2023-2025 Performance Plan Achievement: Goals were achieved at 50.9% of target.
- 2023 Performance-Based Restricted Stock Vesting: 69% of awards vested, as Teledyne's stock price performance was 69% of the S&P 500 Index over the three-year period.
- 2025 Annual Incentive Plan (AIP) Cash Awards:
- George C. Bobb III (CEO): $922,100
- Edwin Roks (Former CEO): $703,000
- Stephen F. Blackwood (CFO): $499,900
- Robert Mehrabian (Executive Chairman): $1,611,100
- Jason VanWees (Vice Chairman): $581,000
- 2023-2025 Performance Plan Cash Awards:
- George C. Bobb III: $158,808
- Edwin Roks: $149,307
- Stephen F. Blackwood: $91,620
- Robert Mehrabian: $895,840
- Jason VanWees: $122,542
- Special Retention Grant: A one-time special retention performance-based restricted stock unit award of $3.3 million was approved for Robert Mehrabian.
Material Changes and Governance Actions
- Director Retirement: Kenneth C. Dahlberg informed the Board of his decision to retire as a director at the end of his term, expiring at the 2026 Annual Meeting of Stockholders (planned for April 22, 2026).
- Board Composition: The Board fixed the number of directors at 10 effective immediately prior to the 2026 Annual Meeting, reducing the number of Class III directors from three to two.
- Compensation Structure Updates: The Personnel and Compensation Committee approved 2026 AIP goals and established a new Performance-Based Restricted Stock Unit Award Program and a three-year Performance Plan for the 2026-2028 cycle.
Guidance, Outlook, and Performance Criteria
The filing outlines the performance metrics that will determine future executive compensation, serving as a proxy for management's focus areas:
- 2026 AIP Goals: Awards are based on operating profit (40%), revenue (25%), managed working capital as a percentage of revenue (15%), and individual objectives (20%). No bonus is earned unless operating profit is positive and at least 75% of the operating plan.
- 2026-2028 Performance Plan:
- Metrics: 40% operating profit, 30% revenue, 30% total shareholder return (TSR) relative to the S&P 500 Index.
- Thresholds: No awards if aggregate operating profit is less than 75% of target. Maximum 200% payout possible for operating profit/revenue if 120% of target is achieved, and for TSR if performance is at or above the 75th percentile of the S&P 500.
- Restricted Stock Unit (RSU) Vesting (2026-2028): Vesting is contingent on TSR relative to the S&P 500. No vesting occurs if TSR is below the 25th percentile; 50% vests at the 25th percentile; full vesting occurs above the 50th percentile.
Key Facts for Investor Verification
- Verify the impact of Kenneth C. Dahlberg's retirement on board dynamics and the reduction of Class III directors.
- Confirm the company's ability to meet the 75% operating profit threshold required for any 2026 AIP bonuses.
- Monitor Teledyne's TSR performance relative to the S&P 500 Index, as this is a critical determinant for both the 2026-2028 Performance Plan and RSU vesting.
- Review the $3.3 million special retention grant for Robert Mehrabian to understand its impact on future equity dilution and compensation expenses.
- Note that this filing contains no consolidated financial results; investors should refer to the most recent 10-K or 10-Q for revenue and profit data.