Melanie S. Cibik
Executive Vice President, General Counsel, Chief Compliance Officer and Secretary at 
TELEDYNE TECHNOLOGIES
TELEDYNE TECHNOLOGIESExecutive
About Melanie S. Cibik
Melanie S. Cibik is Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary of Teledyne Technologies (TDY). She has served as General Counsel and Secretary since September 2012, became Chief Compliance Officer in August 2016, and was elevated to Executive Vice President effective January 1, 2024; she is 65 years old and previously served as a director of OPUS Bank until its acquisition on June 1, 2020 . During 2024, Teledyne delivered record full-year sales, cash flow, non-GAAP EPS and operating margin; however, annual incentive outcomes were below target due to misses on certain goals, reflecting a disciplined pay-for-performance framework . Company TSR over multi-year periods is disclosed in pay-versus-performance and TSR graphs, and adjusted income before taxes and revenue targets underpin incentive designs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teledyne Technologies | Executive Vice President | Jan 1, 2024–present | Senior executive leadership across legal, compliance, corporate governance; Secretary to the Board . |
| Teledyne Technologies | General Counsel and Secretary | Sept 2012–present | Oversees all legal matters; corporate governance; shareholder communications; board processes . |
| Teledyne Technologies | Chief Compliance Officer | Aug 2016–present | Leads global compliance, ethics, trade compliance oversight and reporting to Board committees . |
| Teledyne Technologies | Senior VP (prior role) | Sept 2012–Dec 2023 | Senior legal executive; precursor to EVPs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OPUS Bank | Director | Aug 2019–Jun 1, 2020 | Bank board experience through acquisition by Pacific Premier Bancorp, Inc. . |
Fixed Compensation
- Melanie S. Cibik was not a named executive officer (NEO) in 2024; her specific base salary, target bonus and paid bonus amounts are not disclosed in the Summary Compensation Table, which covers CEO, CFO, Executive Chairman, President/COO, and Vice Chairman .
Performance Compensation
Teledyne’s Annual Incentive Plan (AIP) and long-term incentive programs apply company-wide and frame executive pay-for-performance. While Ms. Cibik’s individual targets/payouts are not disclosed, the corporate structure and results are below.
| AIP Component | Weight | 2024 Target | 2024 Actual | Result (% of Target) |
|---|---|---|---|---|
| Adjusted income before taxes (in millions) | 40% | $1,081.3 | $993.1 | 91.8% |
| Adjusted revenue (in millions) | 25% | $6,034.9 | $5,718.9 | 94.8% |
| Managed Working Capital (% of sales) | 15% | 24.7% | 27.1% | 94.5% (zero payout due to threshold rule) |
| Individual performance objectives | 20% | Assessed by Committee | Assessed by Committee | 0–200% scale |
Program design notes:
- AIP multipliers reward over-achievement and zero out components below defined thresholds (e.g., MWC ≤95% of target → 0%) .
- 2024 corporate results produced lower-than-target AIP outcomes, consistent with policy of no discretionary upward adjustments for NEOs .
Long-term incentives:
- Stock options: non-qualified; 10-year term; vest ratably 1/3 per year, aligning with long-term value creation .
- Performance Plan (cash, 3-year): 40% adjusted income before taxes, 30% revenue, 30% relative TSR vs. S&P 500; max 200% of target; adjusted income before taxes is an absolute threshold .
- Performance-based RSUs (3-year): vesting based on relative TSR vs. S&P 500 with threshold at 25th percentile; time/performance-based; no vesting below threshold .
Vesting evidence:
- 2021 awards: 89.4% vested on Jan 26, 2024 based on 3-year relative TSR .
- 2022 awards: 82.2% vested on Jan 25, 2025 based on 3-year relative TSR .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Stock ownership guidelines | Executive Vice Presidents must retain equity equal in value to 3× base salary; expected to meet within 5 years of hire/promotion; includes performance-based stock/RSUs and vested in-the-money options . |
| Hedging/pledging | Prohibits short sales, buying/selling TDY options, margin accounts, pledging, or hedging/monetization without prior approval of the Executive VP, General Counsel, Chief Compliance Officer and Secretary; no advance approvals for directors or named executives in 2024 . |
| Clawback policy | Formal clawback compliant with NYSE rules for financial restatements; Board may also recoup incentive and equity awards (including time-based options/RSUs) for felony, willful misconduct, breach of fiduciary duty, fraud, embezzlement, or misappropriation . |
| Ownership compliance | As of end-2024, all NEOs and non-employee directors were in compliance (or within time to comply) with guidelines; (status for non-NEO executives is not separately disclosed) . |
Implication: Anti-pledging plus clawback reduces hedging/pledging red flags and aligns senior executives’ incentives with long-term TSR and fundamental performance .
Employment Terms
| Topic | Key Terms |
|---|---|
| Change-in-control (CIC) policy | Double-trigger CIC severance for named executives (and two other executives), including cash multiples (3× for Executive Chairman; 2× for other NEOs), pro-rata bonuses, accelerated/continued vesting per award terms, benefit continuation, outplacement; excise tax “best-net” cut/no gross-ups . |
| Award treatment on termination | Stock options: vest fully on death (12-month exercise), continue vesting on disability; forfeiture on retirement/other unless specified; options fully vest on CIC unless assumed/replaced . Performance Plan: pro-rated vesting for CIC/retirement/death/disability; forfeiture for other terminations unless Committee decides otherwise . Performance-based RSUs: forfeited on standard termination; pro-rated vesting for death/disability/retirement; fully unrestrict on CIC . |
| Non-compete/non-solicit | Not specifically disclosed in proxy for executives; agreements emphasize retention through CIC terms . |
Note: Ms. Cibik’s individual CIC agreement details (e.g., multiples) are not disclosed; terms above reflect company-wide executive frameworks .
Performance & Track Record
- Governance leadership: As Corporate Secretary and Chief Compliance Officer, Ms. Cibik leads legal/compliance reporting to the Board; she is a standing participant in risk oversight processes, and the ERM Committee includes the Executive VP, General Counsel, Chief Compliance Officer and Secretary as a member .
- Board effectiveness: The annual Board and committee evaluation results are compiled and summarized by the Executive Vice President, General Counsel, Chief Compliance Officer and Secretary and discussed in executive session, evidencing her role in governance process rigor .
- Shareholder communications: As Secretary, she is the designated contact for stockholder communications to directors (including lead independent), demonstrating a central role in engagement and transparency .
Company performance context:
- 2024 highlights: Record year for sales, cash flow, non-GAAP EPS and operating margin; orders exceeded sales five consecutive quarters; record backlog; yet AIP metrics underperformed targets, reducing bonus outcomes .
- Pay-for-performance: Strong 2024 say-on-pay support (95.8%) reinforces alignment of incentive designs with outcomes .
- TSR and fundamentals: Pay-versus-performance and TSR disclosures and the emphasis on adjusted income before taxes indicate focus on long-term shareholder returns and profitability in incentive calibration .
Compensation Committee Analysis
- Independent consultant: Exequity LLP retained by the Personnel and Compensation Committee; independence assessed in Jan 2024/2025 (no conflicts) .
- Peer benchmarking: Committee references a defined peer group across digital imaging, instrumentation, aerospace/defense electronics, and systems engineering; peer set reviewed July 2024 .
- Option grant timing and pricing: Grants occur on pre-scheduled January meetings at fair market value; options and RSUs granted Jan 23, 2024, with exercise price equal to closing price; disclosure confirms no timing around MNPI and shows a −5% post-release price change .
Investment Implications
- Alignment/retention: Stringent anti-hedging/pledging policy and 3× salary ownership guideline for Executive Vice Presidents support alignment and reduce forced-selling risk; clawback extends recourse beyond restatements to misconduct, limiting adverse agency behavior .
- Incentive levers: AIP and long-term plans weight profitability (adjusted IBT), revenue, working capital efficiency, and relative TSR; misses on MWC and near-target IBT/revenue in 2024 lowered payouts—supporting pay sensitivity to operations (watch margin expansion and working capital execution for future payouts) .
- CIC economics/watchpoints: Double-trigger CIC constructs and accelerated vesting terms aim to stabilize leadership through transactions; while individual terms for Ms. Cibik are not disclosed, investors should monitor executive agreements broadly as potential overhangs or retention tools in M&A scenarios .
- Governance quality: Centralized legal/compliance leadership in Board processes, ERM participation, and structured evaluations suggest lower governance and compliance risk under Ms. Cibik’s remit, a positive for execution and reputational risk management .
- Disclosure gap: Absence of individual compensation/ownership detail for Ms. Cibik limits precise pay-for-performance and ownership alignment analysis; use policy-level signals (ownership multiple, clawback, anti-pledging) and future filings to refine view .
Additional references for company-wide compensation governance: checklist of practices (double-trigger CIC, limited perquisites, no repricing, no CIC tax gross-ups) and 2024 say-on-pay support .