TELEDYNE TECHNOLOGIES INC 8-K

What Happened
Teledyne Technologies Inc. filed an 8-K on Jan. 21, 2026 reporting that director Kenneth C. Dahlberg notified the board on Jan. 20, 2026 he will retire at the end of his term at the 2026 Annual Meeting (planned Apr. 22, 2026); the board set the total number of directors at 10 and reduced Class III directors from three to two. On Jan. 20, 2026 the Personnel & Compensation Committee (ratified by the board) approved 2025 Annual Incentive Plan (AIP) cash bonuses, payouts under the 2023–2025 Performance Plan, confirmed vesting for part of 2023 performance-based restricted stock, and established 2026 AIP, 2026–2028 restricted stock unit (RSU) and performance-plan award programs and targets.

Key Details

• Director change: Kenneth C. Dahlberg will retire at the 2026 Annual Meeting (Apr. 22, 2026); board size fixed at 10 effective immediately prior to the meeting.
• 2025 AIP cash awards approved (selected Named Execs): 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 paid at 50.9% of target: Bobb $158,808; Roks $149,307; Blackwood $91,620; Mehrabian $895,840; VanWees $122,542.
• Equity and future awards: 69% of the 2023 performance-based restricted stock will vest on Jan. 24, 2026; Committee approved 2026 AIP target percentages (e.g., Bobb 130%, Blackwood 85%, Mehrabian 150%, VanWees 100% of base) and 2026 RSU/2026–2028 performance award opportunities (e.g., Bobb RSU 140% of base; special one-time $3.3M performance-based RSU granted to Mehrabian).
• Performance metrics summary: 2026 AIP weights — 40% operating profit, 25% revenue, 15% managed working capital, 20% individual goals (AIP pool generally capped at 11% of operating profit); 2026–2028 Performance Plan weights — 40% operating profit, 30% revenue, 30% total shareholder return (TSR vs. S&P 500), with vesting/ payout thresholds and caps described in the filing.

Why It Matters
These actions confirm near-term cash compensation already authorized for top executives (material dollar amounts were paid/approved for 2025 and the 2023–2025 cycle) and set the structure and performance hurdles for significant future equity and cash bonuses. Investors should note the linkage of future awards to operating profit, revenue and TSR versus the S&P 500 (including specific vesting thresholds such as a 25th-percentile TSR threshold for RSUs), the one-time $3.3M retention RSU for the Executive Chairman, and the board composition change (director retirement and fixed director count), all of which affect governance, potential dilution and executive incentives.