Kenneth C. Dahlberg
TELEDYNE TECHNOLOGIESAbout Kenneth C. Dahlberg
Kenneth C. Dahlberg (age 80) is an independent director of Teledyne Technologies, serving since 2006. He is the retired Chairman and former CEO of SAIC (2004–2010; CEO 2003–2009), previously EVP at General Dynamics (Information Systems & Technology Group) and President/COO of Raytheon Systems, bringing deep defense, engineering, production, and systems development expertise. He currently serves on Teledyne’s Audit Committee and Personnel & Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAIC (Science Applications International Corp.) | Chief Executive Officer; Chairman of the Board | CEO: Nov 2003–Sep 2009; Chairman: Jul 2004–Jun 2010 | Led research/engineering firm specializing in information systems & technology; extensive defense industry leadership |
| General Dynamics | Executive Vice President, Information Systems & Technology Group | Prior to SAIC (dates not specified) | Oversight of IS&T; senior executive experience in defense industry |
| Raytheon Systems | President and Chief Operating Officer | Prior to General Dynamics (dates not specified) | Design engineering, production, system development and services background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Parsons Corp. | Director | 2011–2020 | Engineering, construction, technical & management services firm |
| Motorola Solutions, Inc. | Director | 2011–2017 | Communications products and services provider |
Board Governance
- Committee memberships: Audit Committee; Personnel & Compensation Committee (member)
- Committee chair roles: None disclosed for Dahlberg; Audit Committee chaired by Simon M. Lorne; Personnel & Compensation chaired by Michelle A. Kumbier
- Independence: Board determined Dahlberg is independent under NYSE/SEC standards
- Attendance: In 2024, all directors attended at least 75% of aggregate Board and committee meetings; Board held six meetings
- Executive sessions/lead independent director: Regular executive sessions led by Lead Director Michael T. Smith
- Committee meeting cadence: Audit Committee met six times; Personnel & Compensation Committee met five times in 2024
- Years of service on TDY Board: Since 2006 (19 years as of 2025)
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer | $110,000 | Paid in two equal installments; non-employee directors |
| Committee chair fees | Not applicable (Dahlberg is not a chair) | Audit Chair $20,000 (increasing to $25,000 in 2025); P&C Chair $15,000 (to $20,000 in 2025); N&G Chair $12,500 (to $15,000 in 2025) |
| Lead Independent Director fee | Not applicable (Smith holds role) | $30,000 (to $40,000 in 2025) |
| RSU grant value | $170,000 | 468 RSUs granted April 24, 2024; vest in one year; settled in shares; accelerates upon change in control |
| Total reported 2024 director compensation | $280,000 | Fees earned $110,000; stock awards $170,000 |
Performance Compensation
- Directors do not have annual performance-based cash bonuses or equity tied to operating metrics; RSUs for non-employee directors vest time-based (generally one year) and vest upon change in control.
| Metric | Weighting | Notes |
|---|---|---|
| Not applicable for non-employee directors | — | RSUs vest time-based; no disclosed performance metrics for director awards |
Other Directorships & Interlocks
| Company | Relationship to TDY (supplier/customer/competitor) | Potential Interlock/Conflict |
|---|---|---|
| Parsons Corp. (2011–2020) | Engineering & services; no TDY-related transaction disclosed | No related-party transactions disclosed; no conflict identified |
| Motorola Solutions (2011–2017) | Communications products/services; no TDY-related transaction disclosed | No related-party transactions disclosed; no conflict identified |
Expertise & Qualifications
- Senior leadership across defense and technology sectors (SAIC CEO/Chair; General Dynamics EVP; Raytheon Systems President/COO)
- Deep experience in design engineering, production, system development and services
- Prior service on public company boards (Parsons; Motorola Solutions)
- Audit and compensation committee experience at TDY
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 18,735 shares; includes 18,316 shares held by the Dahlberg Family Trust |
| Ownership as % of shares outstanding | Less than 1% (TDY had 46,837,299 shares outstanding on Feb 14, 2025) |
| Unvested RSUs | 468 RSUs (2024 director grant) |
| Options | None disclosed for directors |
| Hedging/pledging | Prohibited without advance approval; no approvals granted to directors in 2024 |
| Stock ownership guidelines | Directors must hold equity equal to 5x annual director retainer; as of end-2024, all non-employee directors complied or had additional time to comply |
Governance Assessment
-
Strengths:
- Independence and long tenure with deep defense/engineering background aligned to TDY’s businesses
- Active roles on Audit and Personnel & Compensation committees; robust meeting cadence (Audit: 6; P&C: 5 in 2024)
- Board practices include regular executive sessions led by a lead independent director; majority voting in uncontested elections; proxy access; ongoing declassification (fully declassified by 2027)
- Strong shareholder-alignment policies: anti-hedging/pledging, clawback policy, and director stock ownership guidelines (5x retainer)
- 2024 say-on-pay approval at 95.8%, signaling broad investor support for compensation governance framework
-
Potential conflicts/related-party exposure:
- No related-party transactions disclosed involving Dahlberg; TDY maintains formal related-party transaction policy and committee oversight
- Prior external directorships do not indicate TDY supplier/customer conflicts in the proxy
-
Independence, attendance, engagement:
- Independent status affirmed; all directors attended ≥75% of Board/committee meetings in 2024; Board met six times; standing committees fully independent
-
Compensation structure signals:
- Director pay is balanced (cash retainer plus annual RSUs); 2025 increases to chair and lead director fees and RSU grant level ($210,000) reflect evolving market practices rather than risk-taking incentives for directors
-
RED FLAGS:
- None disclosed related to Dahlberg (no pledging/hedging approvals; no related-party deals; no attendance concerns; no tax gross-ups; no option repricing)