Jane C. Sherburne
TELEDYNE TECHNOLOGIESAbout Jane C. Sherburne
Independent director since 2014 (age 74), principal of Sherburne PLLC; former Senior Executive Vice President, General Counsel and Corporate Secretary at The Bank of New York Mellon (2010–2014), with prior senior legal roles at Wachovia and Citigroup and service as Special Counsel to the President in the Clinton White House. At Teledyne, she serves on the Audit Committee and the Personnel & Compensation Committee; the Board affirmatively determined her independence under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bank of New York Mellon Corporation | Senior EVP, General Counsel & Corporate Secretary | 2010–2014 | Oversaw legal, compliance and corporate governance in a highly regulated financial institution |
| Wachovia Corporation | Senior EVP, General Counsel & Corporate Secretary | 2008–2009 | Navigated merger with Wells Fargo; crisis/regulatory experience |
| Citigroup Inc. | General Counsel, Global Consumer Business; Deputy General Counsel | 2006–2008; 2001–2006 | Led consumer business legal function; deputy oversight across Citi |
| Wilmer, Cutler & Pickering | Litigation Partner | Until 2001 (joined 1984) | High-stakes litigation background |
| The White House (Clinton Administration) | Special Counsel to the President | 1994–1997 | Senior federal government experience (policy/crisis advisory) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners | Director; Chair, Compensation Committee | Current | Leads comp governance at global advisory firm |
| HSBC USA/HSBC Bank USA/HSBC Finance/HSBC North America | Independent Director | 2015–Nov 1, 2023 | Independent oversight at indirect subs of HSBC Holdings |
| National Women’s Law Center | Board Member | Until July 2024 | Non-profit governance |
| Negotiation Strategies Institute | Chair of the Board | Current | Non-profit board leadership |
| Lawyers’ Committee for Civil Rights Under Law | Executive Committee Member | Current | Policy/legal advocacy governance |
| Committee for Economic Development; American Law Institute | Member | Current | Policy and legal standards bodies |
Board Governance
- Committee assignments: Audit Committee member; Personnel & Compensation Committee member . Audit Committee held 6 meetings in 2024; P&C held 5 .
- Independence: Board determined 10/11 directors, including Sherburne, are independent; no material relationships; independent committees only .
- Attendance/engagement: Board met 6 times in 2024; all directors attended ≥75% of aggregate Board/committee meetings and attended the 2024 annual meeting; executive sessions held regularly led by Lead Independent Director .
- Governance quality signals: Proxy access, majority voting in uncontested elections, declassification in process to complete by 2027; 2025 proposal to eliminate supermajority provisions and adopt majority standards on bylaw/charter amendments, director removal for cause, and fundamental changes .
- Risk oversight: Audit Committee designated qualified legal compliance committee; oversight of financial, legal, compliance, cybersecurity, environmental and trade matters; enterprise risk management reporting to Board .
Fixed Compensation (Director)
| Component | 2024 Amount | 2025 Change | Notes |
|---|---|---|---|
| Annual cash retainer | $110,000 | Unchanged in proxy; stock ownership guideline multiple applied to retainer | Paid in two installments |
| Committee chair fees | Audit Chair: $20,000; P&C Chair: $15,000; Nominating Chair: $12,500 | Audit Chair: $25,000; P&C Chair: $20,000; Nominating Chair: $15,000 | Sherburne is not a chair |
| Lead Independent Director fee | $30,000 | $40,000 | Not applicable to Sherburne |
| Meeting fees | None disclosed | — | Director comp reviewed annually with independent consultant |
2024 Director Compensation received by Jane C. Sherburne:
| Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|
| $110,000 | $170,000 (468 RSUs; generally vest in one year; settle in shares; accelerate upon change in control or separation other than removal) | $280,000 |
Performance Compensation (Committee-Overseen Company Metrics)
The Personnel & Compensation Committee (of which Sherburne is a member) oversees company-wide incentive design and outcomes. 2024 AIP design and results:
| Metric | Weight | Target | Actual 2024 Result | Result vs Target | Notes |
|---|---|---|---|---|---|
| Adjusted income before taxes | 40% | $1,081.3mm | $993.1mm | 91.8% | Acts as absolute threshold; scaled payout formula |
| Adjusted revenue | 25% | $6,034.9mm | $5,718.9mm | 94.8% | Scaled payout formula |
| Managed Working Capital (% sales) | 15% | 24.7% | 27.1% | 94.5% (0% component payout due to below threshold band) | Tight penalty band |
| Individual objectives | 20% | 100% (illustrative) | Committee assessed by executive | 0–200% scale | Qualitative/quantitative goals |
Committee noted 2024 was a record year (sales, cash flow, non-GAAP EPS, operating margin), but missed certain targets; AIP payouts below target; 2022–2024 long-term plan paid 70.3% of target .
Other Directorships & Interlocks
- Current public company board: Perella Weinberg Partners; Compensation Committee Chair .
- Prior public company governance: HSBC USA affiliates (indirect subs of HSBC Holdings) through Nov 1, 2023 .
- Interlock/related-party exposure: Teledyne’s Related Party Transaction Policy requires Nominating & Governance Committee review/approval; no transactions disclosed relating to Sherburne; Board’s 2024 independence assessment found no material relationships for her .
Expertise & Qualifications
- Legal/compliance, governance, ESG, banking and regulated industries; identified skills include Legal & Compliance and Governance & ESG among Board’s competency matrix .
- Senior executive roles in global financial institutions and federal government experience as Special Counsel to the President .
- Leadership roles in legal/policy non-profits and professional bodies (ALl, CED, Lawyers’ Committee) .
Equity Ownership
| Category | Amount | Details |
|---|---|---|
| Total beneficial ownership | 5,501 shares (<1%) | Includes 4,418 shares held by the Jane Sherburne Revocable Trust and 1,083 vested RSUs |
| Unvested RSUs | 468 units | Granted April 24, 2024; typical one-year vest; settlement rules as disclosed |
| Ownership vs outstanding | ~0.0117% | 5,501 / 46,837,299 shares outstanding (Feb 14, 2025) |
| Pledging/hedging | Prohibited absent prior approval; no approvals to directors in 2024 | |
| Stock ownership guidelines | Directors must retain equity equal in value to 5× annual director retainer ($550,000) | |
| Compliance status | Company states all non-employee directors owned sufficient shares to comply (or had time remaining to comply) at end of 2024 |
Insider Trades
| Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Sep 12, 2025 | Sale | 2,000 | $554.76 | 4,437 total (2,019 direct incl. RSUs; 2,418 trust) | |
| Apr 24, 2025 | Form 4 (signature noted) | — | — | — |
Note: Company insider trading policy prohibits short sales, options, margin accounts, pledging and hedging without prior approval; no such approvals were granted to directors in 2024 .
Governance Assessment
- Board effectiveness: Sherburne’s dual committee roles (Audit and P&C) place her at the core of financial reporting integrity and pay-for-performance oversight, with active committee schedules (6 and 5 meetings, respectively) . The Board’s move to majority voting and declassification strengthens accountability to shareholders .
- Independence/conflicts: Independence affirmed; no related-party transactions disclosed for her; robust related-party policy and annual independence review mitigate conflict risks .
- Alignment: Director compensation mix balances fixed cash and equity (RSUs), with stock ownership guideline of 5× retainer and company-wide anti-hedging/pledging policy; company indicates directors comply with ownership guidelines .
- Signals: 2024 say-on-pay approval 95.8% indicates strong investor support for compensation practices overseen by P&C Committee ; AIP and LTIP designs embed clear financial metrics and governance controls (caps, thresholds, clawback) .
RED FLAGS
- None disclosed specific to Sherburne. No related-party transactions; no hedging/pledging approvals; attendance met thresholds; director equity awards are standard time-based RSUs with de minimis acceleration provisions typical for directors .
Overall investor confidence impact: Strong independence, deep regulatory/legal expertise, and central committee roles support board effectiveness and risk oversight; governance enhancements (majority voting, declassification) further align the board with shareholder interests .