Denise R. Singleton
TELEDYNE TECHNOLOGIESAbout Denise R. Singleton
Denise R. Singleton, age 62, has served on Teledyne’s Board since 2019 and is an independent director under NYSE and SEC standards. She is Chief Legal Officer and Corporate Secretary for Holcim Group’s North American operations (appointed September 2024), and previously held senior legal executive roles at WestRock, IDEX, SunCoke Energy and PPG Industries; she brings deep expertise in corporate governance, compliance, M&A, capital markets and cybersecurity across diversified industrials and regulated industries . In 2024, the Board held six meetings and all directors attended at least 75% of the aggregate number of Board and committee meetings of which they were members; all directors attended the 2024 Annual Meeting virtually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WestRock Company | Executive Vice President, General Counsel and Secretary | March 2022–Sept 2024 | Led legal, governance, ESG policy; senior executive leadership in a global paper/packaging company . |
| IDEX Corporation | Senior Vice President, General Counsel and Corporate Secretary | 2015–2022 | Oversaw legal, compliance, capital markets and governance across engineered products; public company experience . |
| SunCoke Energy, Inc. and SunCoke Energy Partners, LLP | SVP, GC, Corporate Secretary, CCO; Director (SXC Partners) | March 2011–Oct 2015 | Board exposure; chief compliance; governance in energy/industrial operations . |
| PPG Industries, Inc. | Assistant GC & Corporate Secretary; Chief Securities & Finance Counsel; Chief M&A Counsel; GC Glass/Fiberglass Division | Prior to 2011 | Extensive capital markets, M&A, governance at a large multinational . |
| Shaw Pittman, LLP | Partner | Pre-2001 | Complex litigation/regulatory; external counsel perspective . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holcim Group (North America) | Chief Legal Officer & Corporate Secretary | Sept 2024–present | Senior governance leader in building materials; regulatory and ESG oversight . |
| Phillips 66 | Director | Since 2021 | Serves on HR & Compensation and Public Policy & Sustainability Committees; energy industry governance . |
| Perella Weinberg Partners | Director | Current | Chairs Compensation Committee; governance and pay oversight in advisory/asset management . |
| 50/50 Women on Boards™ | Director | Since Feb 2023 | Advocacy for board diversity; governance thought leadership . |
| Various non-profit/governance bodies | Member/Chair roles | Various | Legal 500 GC Powerlist honoree (2019); NACD Directorship 100 honoree (2023); governance network engagement . |
Board Governance
- Independence: The Board determined Ms. Singleton is independent; 10 of 11 directors were independent in 2024, and all Board committees are fully independent .
- Committees: Member, Audit Committee; Member, Nominating & Governance Committee .
- Committee activity: Audit Committee met 6 times in 2024; Nominating & Governance met 4 times in 2024 .
- Leadership: Not a committee chair; Audit is chaired by Simon M. Lorne; Nominating & Governance is chaired by Michael T. Smith (Lead Director) .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions led by the Lead Independent Director .
- Attendance: In 2024, all directors attended at least 75% of the aggregate Board and committee meetings of which they were members .
Fixed Compensation (Director – 2024 unless noted)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid in two installments (Jan/Jul); non-employee directors . |
| RSU grant (annual) | $170,000 | RSUs vest ~1 year post-grant; settled in shares unless deferred; vests upon change in control or separation other than removal . |
| Committee chair fees | N/A | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $12,500; Lead Director $30,000 (not applicable to Singleton) . |
| 2025 updates | RSU grant $210,000; Audit Chair $25,000; Comp Chair $20,000; Nominating Chair $15,000; Lead Director $40,000 | Approved increases effective 2025 (not applicable to Singleton unless role changes) . |
| Aggregate director cap | $750,000 | Annual cash+equity max per non-employee director under plan . |
- 2024 actual compensation reported: Fees earned $110,000; Stock awards $170,000; Total $280,000 .
Performance Compensation (Director)
- Teledyne does not use performance-conditioned equity for non-employee directors; director RSUs are time-based, with standard one-year vesting and settlement in shares (deferral election available), and vesting upon change in control or separation other than removal .
| Metric/Structure | Detail |
|---|---|
| 2024 RSU units granted | 468 RSUs (each non-employee director) . |
| Vesting cadence | Generally one year from grant; accelerated on change in control; settlement at vesting unless deferred . |
| Deferral | Director may elect to defer RSU settlement to separation from Board service . |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles | Potential Interlocks/Conflicts Assessment |
|---|---|---|---|---|
| Phillips 66 | Energy manufacturing/logistics | Director (since 2021) | HR & Compensation; Public Policy & Sustainability | No related-party transactions disclosed; Board affirmed independence; sectors distinct (energy vs. TDY aerospace/industrial) . |
| Perella Weinberg Partners | Advisory/asset mgmt | Director; Comp Chair | Compensation | Governance/pay expertise; no related-party transactions disclosed . |
| Prior: SunCoke Energy Partners LLP | Energy | Director (prior) | — | Historical role; no current TDY related-party exposure disclosed . |
Expertise & Qualifications
- Legal/governance/compliance executive with multi-industry experience (industrial, energy, materials); expertise spans M&A, capital markets, financing, cybersecurity and corporate governance .
- Recognitions: Legal 500 GC Powerlist (2019); Directors & Boards “Director to Watch” (2022); NACD Directorship 100 honoree (2023) .
- Committee service at TDY aligns with skills: Audit and Nominating & Governance .
Equity Ownership
| Item | Amount | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,613 | Includes 1,278 vested RSUs; excludes 468 unvested RSUs (footnote (13)). |
| Unvested RSUs | 468 | 2024 director grant; vests ~1 year . |
| RSUs outstanding (aggregate) | 1,746 | Director RSU holdings as of Dec 29, 2024 . |
| % of shares outstanding | ~0.0034% | 1,613 / 46,837,299 shares outstanding as of Feb 14, 2025 . |
| Ownership guidelines | 5x annual director retainer ($550,000 value) | Applies to all non-employee directors; expected to reach within 5 years . |
| Compliance status | In compliance or within allowed time | As of end of 2024, all non-employee directors met guidelines or had time remaining . |
| Hedging/pledging | Prohibited absent prior approval (none granted in 2024) | Anti-hedging/margin/pledging policy; no director approvals in 2024 . |
Governance Assessment
- Committee assignments and effectiveness: Singleton’s Audit and Nominating & Governance memberships align with her legal, compliance and governance expertise; Audit met six times and Nominating & Governance met four times in 2024, supporting rigorous oversight .
- Independence and conflicts: Board’s 2024/2025 independence review confirmed independence; Related Party Transaction Policy in place; no Singleton-related transactions disclosed; anti-hedging/pledging enforced with no approvals in 2024 .
- Attendance and engagement: Board held six meetings; all directors ≥75% attendance; independent directors meet in executive sessions; stockholder communication channels are established .
- Director pay structure: Balanced cash/equity with straightforward time-based RSUs; no meeting fees; reasonable caps; 2025 increases to maintain competitiveness; ownership guideline at 5x retainer enhances alignment .
- RED FLAGS: None disclosed specific to Singleton. No related-party transactions, pledging/hedging approvals, or attendance shortfalls; director RSUs are time-based (not option repricing), and Board is declassifying with majority voting in process to strengthen accountability .
Compensation Committee Analysis (context for Board governance)
- Composition: Independent directors only; 2024 membership included Kumbier (Chair), Crocker, Dahlberg, Malone, Morales, Sherburne, von Schack .
- Consultant: Exequity LLP retained; independence and conflict assessment in Jan 2024 and Jan 2025 found no conflicts .
- Clawback: NYSE-compliant clawback policy covers incentive compensation and certain equity; extended to misconduct and fiduciary breaches .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95.8% support at the 2024 Annual Meeting; Committee maintained approach given strong support .
- Stockholder engagement: Management met with majority of top 25 active investors in 2024; governance declassification discussed; proxy access and majority voting standard in uncontested elections in place .
Related Party Transactions & Risk Indicators
- Policy: Formal Related Party Transaction Policy with multi-level approval thresholds; certain categories pre-approved; no Singleton-related transactions disclosed in 2024 .
- Risk controls: Audit Committee oversees financial/operational risk; Enterprise Risk Management committee reports to Board; cybersecurity and compliance regularly reviewed .
- Hedging/pledging/tax gross-ups: Hedging/pledging prohibited without approval (none granted in 2024); no excise tax gross-ups for change-in-control; no option repricing history .
Employment & Contracts (Director context)
- Board service: Director since 2019; board is transitioning to full declassification by 2027; majority voting in uncontested elections; contingent resignations policy for nominees not elected .
Performance & Track Record (qualitative)
- Achievements: Recognized governance leader (Legal 500 GC Powerlist, NACD Directorship 100), brings sector-diverse regulatory and ESG experience; enhances Board oversight in compliance and public policy .
Notes
- Director compensation and ownership figures are as of fiscal year-end 2024 or specified dates; governance framework updates for 2025 noted where applicable .