Jason VanWees
TELEDYNE TECHNOLOGIESAbout Jason VanWees
Jason VanWees, 53, is Vice Chairman of Teledyne Technologies, serving in this role since October 15, 2021; previously Executive Vice President (2019–2021) and Senior Vice President, Strategy & Mergers & Acquisitions (2013–2019) . Teledyne delivered a record 2024 year for sales, cash flow, non‑GAAP EPS and operating margin, with orders exceeding sales for five consecutive quarters and record backlog, though certain annual targets were missed, lowering AIP awards . Incentive design ties payouts to adjusted income before taxes, revenue, managed working capital and individual objectives (AIP), plus three‑year adjusted income before taxes, revenue and relative TSR (Performance Plan); Jason achieved 125% of individual objectives in 2024 for M&A leadership and margin initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teledyne Technologies | Vice Chairman | Oct 15, 2021–present | Leadership across acquisitions, margin/cost programs; exceeded individual objectives (125%) in 2024 |
| Teledyne Technologies | Executive Vice President | 2019–2021 | Corporate leadership supporting M&A and strategic initiatives |
| Teledyne Technologies | Senior Vice President, Strategy & M&A | 2013–2019 | Led enterprise M&A and strategy |
| Teledyne Technologies | Various executive positions | Pre‑2013 (≥5 years) | Broad executive experience prior to SVP role |
External Roles
No external directorships or outside roles for Mr. VanWees are disclosed in the proxy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | $557,000 | $575,000 | Increase effective Jan 1, 2024 |
| Perquisites & other ($) | $14,196 | $14,196 | Car allowance $12,000; 401(k) contribution $1,000; ESPP match $1,196 |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Outcome
| Metric | Weight | Target Basis | 2024 Corp Result vs Target | Multiplier Rule | Jason’s Target (% of salary) | Jason’s Actual (% of salary) | Payout ($) |
|---|---|---|---|---|---|---|---|
| Adjusted income before taxes | 40% | Annual plan | 91.8% | Linear; ≤75%=0, ≥120%=200% | 100% | — | — |
| Adjusted revenue | 25% | Annual plan | 94.8% | Linear; ≤67%=0, ≥120%=200% | — | — | — |
| Managed working capital (% sales) | 15% | Annual plan | 94.5% (0% weighting) | ≤95%=0, ≥105%=200% | — | — | — |
| Individual objectives | 20% | Pre‑set goals | Jason achieved 125% | 0–200% scale | — | 76.3% | $438,600 |
Notes: Jason’s AIP target was 100% of salary; actual AIP payout equaled 76.3% of salary, or $438,600, with individual objectives assessed at 125% for 2024 (M&A, cost/margin leadership) .
Long‑Term Incentives – 2024 Grants and Structures
| Component | 2024 Award Detail | Vesting / Performance | Value/Count |
|---|---|---|---|
| Stock options | 3,362 options at $441.98 grant price (1/23/24) | 1/3 annually over 3 years; 10‑yr term | Grant date fair value $575,070 |
| Performance‑based RSUs | Target award equal to 100% of base salary; 1,316 target units granted (1/23/24) | 3‑yr TSR vs S&P 500; ≥25th percentile to vest (50% at 25th; 100% at ≥50th) | Grant date fair value $523,478 |
| Performance Plan (2024–2026) | Target 100% of 2024 base salary | 40% 3‑yr adj. income before taxes; 30% revenue; 30% relative TSR vs S&P 500; max 200% | Opportunity % set by Committee |
Historical vesting indicator: 82.2% of 2022 RSU award vested based on 3‑yr TSR through Dec 31, 2025; 89.4% of 2021 RSU award vested as of Jan 26, 2024 .
2024 Realized Variable Compensation
| Item | Amount ($) |
|---|---|
| AIP (2024 performance) | $438,600 |
| Performance Plan cash (2022–2024 cycle) | $169,247 |
| Option exercises value realized (2024) | $2,775,352 (includes spouse 1,500 options $615,469; spouse beneficial ownership disclaimed) |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 103,461 shares (includes 596 unvested restricted shares, 3,119 shares in 401(k), and 41,303 options exercisable within 60 days; spouse holds 894 shares, 1,605 401(k) shares, and 8,355 options within 60 days; Jason disclaims spouse’s beneficial ownership; excludes 2,925 unvested RSUs, 372 awarded to spouse) |
| Ownership as % of shares outstanding | ~0.22% (103,461 / 46,837,299 shares outstanding as of Feb 14, 2025) |
| Outstanding equity awards (12/29/24) | Unexercised options include grants at $123.38, $192.00, $217.39, $383.33, $429.39, $441.51, $360.39 (4,286 exercisable; 2,143 unexercisable for 10/25/32 grant), and 3,362 unvested options at $441.98 (1/23/34); RSUs unearned: 563 (2022), 596 (2023), 1,316 (2024) |
| Ownership guidelines | Vice Chairman required to hold 3× base salary; all NEOs and directors were compliant or within time to comply at 2024 year‑end |
| Hedging/pledging | Policy prohibits hedging, short sales, margin accounts, and pledging without pre‑approval; no such approvals granted to directors or NEOs in 2024 |
| Clawback | NYSE‑compliant clawback for restatements; additional clawback for felony, willful misconduct, breach of fiduciary duty, fraud/embezzlement/misappropriation; applies to incentive‑based compensation including time‑vested options/RSUs |
Insider selling indicator: 2024 option exercise of 7,800 options ($2.78M value realized); spouse December 2024 Form 4 filing was inadvertently late (Jason disclaims spouse’s beneficial ownership) .
Employment Terms
| Term | Key Provision |
|---|---|
| Change‑in‑control (CIC) structure | Double‑trigger (CIC plus termination within defined window) for severance; immediate vesting of options; RSU restrictions lifted on CIC; pro‑rated Performance Plan payments; health/welfare continuation; outplacement; no tax gross‑ups; 280G cut‑down if applicable |
| CIC severance multiple | 2× (salary + bonus target/3‑yr average), except 3× for Executive Chairman; Jason is at 2× |
| Potential CIC payments for Jason (illustrative as of 12/29/24) | Cash severance $2,300,000; bonus payment $575,000; value of unvested options $337,025; unvested RSUs $1,166,814; unpaid Performance Plan $1,631,500; welfare $28,659; outplacement $25,000; total $6,063,998 |
| AIP termination | If death, disability, normal/early retirement after ≥6 months service, award calculated at year‑end; otherwise forfeited |
| Option/RSU termination | Options: death=full vest; disability=continued vest; retirement=forfeiture (except Executive Chairman’s special terms); change‑in‑control=full vest unless assumed ; RSUs: forfeiture on termination, pro‑ration for death/disability/retirement; full lapse on CIC |
| Pension | Participates in qualified pension and equalization plans; present value $580,246 (qualified) and $339,618 (equalization) at 2024 year‑end; vested benefit payable at earliest retirement age 55: $5,677 (qualified) + $3,303 (equalization) per month |
| Deferred compensation | Not a participant in Executive Deferred Compensation Plan |
Investment Implications
- Pay‑for‑performance alignment is robust: AIP/Performance Plan/RSUs weight growth, profitability and relative TSR; Jason’s 2024 AIP payout below target (76.3%) reflects corporate under‑target results on income/revenue/MWC despite record year, while his 125% individual score signals strong leadership in M&A and margin programs .
- Ownership and retention: Jason’s ownership (~0.22%) plus substantial unvested options/RSUs and strict anti‑hedging/pledging policy indicate alignment; double‑trigger CIC with 2× multiple and broad equity acceleration presents moderate retention risk in M&A scenarios but reduces distraction risk during potential CIC .
- Trading signals: 2024 option exercises ($2.78M realized) and spouse’s late filing warrant monitoring for selling pressure cadence but no systemic red flags disclosed; company has a NYSE‑compliant clawback and prohibits repricing, hedging/pledging without approvals (none granted in 2024) .
- Benchmarking and shareholder sentiment: Committee targets market‑median pay with peer benchmarking; Jason’s targeted total comp +6% vs peer median and +25% vs general industry; say‑on‑pay support was 95.8% in 2024, indicating investor acceptance of program design .