Edwin Roks
TELEDYNE TECHNOLOGIESAbout Edwin Roks
Edwin Roks, 60, has served as Chief Executive Officer of Teledyne Technologies since January 1, 2024, after leading the company’s largest segment, Teledyne Digital Imaging, as EVP/Segment President (May 2021–Dec 2023) and previously as Group President of Teledyne Digital Imaging, Teledyne DALSA and Teledyne e2v (Mar 2017–May 2021) . Under his tenure as CEO in 2024, Teledyne delivered a record year with non-GAAP diluted EPS of $19.73, non-GAAP operating margin of 22.0%, cash from operations of $1,191.9 million, and free cash flow of $1,108.2 million, with FY24 sales of $5,670.0 million (+0.6% y/y) . Annual incentive payouts were below target due to shortfalls versus revenue and earnings targets and a miss on the managed working capital component, highlighting a pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Teledyne Technologies | Chief Executive Officer | 2024–present | Leads portfolio following record FY24 results (non-GAAP EPS $19.73; FCF $1,108.2m) . |
| Teledyne Technologies | EVP & President, Digital Imaging (largest segment) | May 2021–Dec 2023 | Led Digital Imaging segment across defense, space, energy and industrial imaging markets . |
| Teledyne Technologies (DALSA/e2v) | VP & Group President — Digital Imaging, Teledyne DALSA and Teledyne e2v | Mar 2017–May 2021 | Oversaw integrated digital imaging platforms within Teledyne . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary | $572,000 | $900,000 |
| % change | 57.3% | |
| Perquisites (2024) | Car allowance $12,000; 401(k) $10,288; ESPP match $1,150; tax services $11,664 (total $35,103) |
Performance Compensation
Annual Incentive Plan (AIP) structure (2024)
| Metric | Weight | Mechanics |
|---|---|---|
| Adjusted income before taxes | 40% | 0% payout <75% of target; 200% at ≥120%; proportional slope (−3% per point <100%; +5% per point >100%) . |
| Adjusted revenue | 25% | 0% <67% of target; 200% at ≥120%; similar slope as above . |
| Managed working capital (% of sales) | 15% | 0% at ≤95% of target; 200% at ≥105%; ±20% per point . |
| Individual objectives | 20% | 0–200% based on Committee assessment . |
2024 corporate performance and payout calculation:
| Metric | Target | Actual | Result (% of target) | Weighted contribution |
|---|---|---|---|---|
| Adjusted income before taxes ($mm) | $1,081.3 | $993.1 | 91.8% | 30.2% (40% x 0.755) |
| Adjusted revenue ($mm) | $6,034.9 | $5,718.9 | 94.8% | 21.1% (25% x 0.843) |
| MWC (% of sales) | 24.7% | 27.1% | 94.5% | 0.0% (below 95% threshold) |
| Individual | — | — | 100% assumed in illustration | 20.0% |
| Total performance weighting | 71.3% |
AIP outcome for Edwin Roks (2024):
| AIP target (120% of salary) | Performance weighting | AIP payout |
|---|---|---|
| $1,080,000 | 71.3% | $769,800 |
Individual achievement: Committee determined Dr. Roks achieved 100% of his individual objectives (e.g., improved growth at FLIR Defense; leadership development; compliance initiatives) .
Long-Term Incentives (design and 2024 grants)
- Mix and vesting:
- Stock options: 10-year term; vest 1/3 per year; exercise price at grant-date close .
- Cash Performance Plan (3-year): 40% adj income before taxes (3-yr), 30% revenue (3-yr), 30% relative TSR vs S&P 500; scalable payouts .
- Performance RSUs (3-year): vesting based on 3-year TSR vs S&P 500 percentile; 0% below 25th, 50% at 25th, linearly to 100% at >50th; time-based cliff at 3 years .
- Target opportunity (as % of salary): Options 120%; Performance Plan 120%; Performance RSUs 120% for CEO (rebalance to equal thirds in 2024) .
2024 LTI grants (Edwin Roks):
| Instrument | Grant date | Target opportunity | Quantity/Value | Key terms |
|---|---|---|---|---|
| Stock options | 1/23/24 | 120% of salary | 6,314 options; grant-date fair value $1,080,010; strike $441.98 | Vest 1/3 annually over 3 years; 10-year term . |
| Performance Plan (cash, 2024–2026) | 1/23/24 | 120% of salary | Target $1,080,000 (threshold $162,000; max $2,160,000) | 40% adj IBT, 30% revenue, 30% TSR vs S&P 500 . |
| Performance RSUs (2024–2026) | 1/23/24 | 120% of salary | Target 2,472 units (threshold 1,236; max 2,472); grant FV $983,312 | Vests based on 3-yr relative TSR; cliff at 3 years . |
Pay outcomes (2024 realized, per SCT):
| Year | Salary | Stock Awards | Option Awards | Non-Equity Incentive (AIP + 2022–2024 Plan) | All Other Comp | Total |
|---|---|---|---|---|---|---|
| 2022 | $520,624 | $281,556 | $880,040 | $422,500 | $147,726 | $2,252,446 |
| 2023 | $549,971 | $295,002 | — | $693,036 | $152,557 | $1,690,566 |
| 2024 | $900,000 | $983,312 | $1,080,010 | $1,001,790 (AIP $769,800; 2022–2024 Plan $231,990) | $35,103 | $4,000,215 |
Benchmarking: CEO target total compensation was 49% below peer median and 44% below general industry median in the October 2024 review .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 66,579 shares, including 416 in 401(k) and 57,271 options exercisable within 60 days; excludes 5,612 unvested RSUs . |
| Ownership as % of shares outstanding | ~0.14% (66,579 / 46,837,299) as of Feb 14, 2025 . |
| Stock ownership guidelines | CEO must hold 5x base salary; company reports all NEOs were in compliance or within time to comply as of YE 2024 . |
| Hedging/pledging | Insider policy prohibits short sales, hedging, pledging, and margin without pre-approval; no approvals were granted to directors/NEOs in 2024 . |
| Option exercises (2024) | None by Roks (reduces near-term selling pressure); broader exec exercises disclosed separately . |
Outstanding equity at FY-end 2024 (selected awards):
| Award | Status | Shares | Exercise price | Expiration |
|---|---|---|---|---|
| Stock options (legacy) | Exercisable | 2,666 | $78.40 | 1/26/2026 |
| Stock options | Exercisable | 15,000 | $123.38 | 1/24/2027 |
| Stock options | Exercisable | 9,461 | $192.00 | 1/23/2028 |
| Stock options | Exercisable | 10,102 | $217.39 | 1/22/2029 |
| Stock options | Exercisable | 6,751 | $383.33 | 1/21/2030 |
| Stock options | Exercisable | 5,866 | $441.51 | 7/27/2031 |
| Stock options | Exercisable | 604 | $429.39 | 10/15/2031 |
| Stock options (10/25/22 grant) | Exer./Unexer. | 4,716 / 2,356 | $360.39 | 10/25/2032 |
| Stock options (1/23/24 grant) | Unexercisable | 6,314 | $441.98 | 1/23/2034 |
| Performance RSUs (max) 2022 grant | Unearned | 772 | — | 3-yr cycle |
| Performance RSUs (max) 2023 grant | Unearned | 817 | — | 3-yr cycle |
| Performance RSUs (max) 2024 grant | Unearned | 2,472 | — | 3-yr cycle |
Notes: Option awards vest 1/3 annually; market values in company table used $471.44 close on 12/27/2024 .
Employment Terms
Change-in-control and termination economics (as of Dec 29, 2024):
| Benefit (Edwin Roks) | CIC + termination | CIC (no termination) | Retirement/voluntary | Death or disability |
|---|---|---|---|---|
| Cash severance | $3,960,000 | — | — | — |
| Bonus payment | $1,080,000 | — | $769,800 | $769,800 |
| Unvested stock options (value) | $447,644 | — | — | $447,644 |
| Unvested restricted stock (value) | $1,914,518 | $1,914,518 | $955,927 | $955,927 |
| Unpaid Performance Plan amounts | $1,410,000 | $580,000 | $358,460 | $358,460 |
| Welfare/outplacement | $32,658 / $15,000 | — | — | — |
| Total indicated | $8,859,820 | $2,494,518 | $2,084,187 | $2,531,831 |
- Governance terms: The company states “double-trigger” change-in-control provisions in NEO severance agreements; no option repricing; no excise tax gross-ups; formal clawback policy compliant with NYSE/SEC, and broader misconduct clawback .
Performance & Track Record
- 2024 financials: Sales $5,670.0m (+0.6% y/y), GAAP EPS $17.21, non-GAAP EPS $19.73; non-GAAP operating margin 22.0%; cash from operations $1,191.9m; free cash flow $1,108.2m .
- Q4 2024: Record quarterly sales $1,502.3m (+5.4% y/y); non-GAAP operating margin 22.7% .
- Capital deployment: $1.1bn in 2024 (debt reduction, buybacks, M&A); leverage 1.5x at year-end .
- AIP/long-term outcomes: Despite record year, AIP paid below target due to misses on revenue/earnings/MWC; 2022–2024 Performance Plan and RSU cycle paid below target .
Compensation Structure Analysis
- Mix shift: 2024 rebalanced LTI to equal thirds (options, performance cash, performance RSUs), increasing performance leverage while aligning to market practice .
- Pay outcomes vs goals: 2024 AIP below target (71.3% weighting) with CEO payout $769,800 on $1,080,000 target, consistent with pay-for-performance .
- Market positioning: CEO target total compensation substantially below peer and general industry medians (−49% and −44%), reducing inflationary risk and aligning with returns .
- Governance positives: Double-trigger CIC, robust ownership guidelines (CEO 5x salary), clawback, no option repricing, no tax gross-ups .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95.8% support at April 24, 2024 meeting; Committee made no changes to approach following strong support .
Investment Implications
- Alignment: High proportion of at-risk pay linked to multi-year operating goals and relative TSR, stringent ownership requirements (5x salary), and prohibitions on hedging/pledging support shareholder alignment and reduce risk of misaligned incentives .
- Retention and selling pressure: Material unvested equity (unexercisable options and multi-year RSUs) plus double-trigger CIC terms suggest manageable retention risk; no 2024 option exercises by Roks reduces near-term selling pressure signals .
- Performance discipline: Below-target AIP and long-term payouts despite record year underscore rigorous targets (especially working capital), which can limit windfalls and may support margin/FCF execution into 2025 .
- Benchmarking: CEO pay targeted well below peers lowers compensation inflation and may appeal to governance-focused investors, though could bear watching for longer-term retention against market competition .