Michael T. Smith
TELEDYNE TECHNOLOGIESAbout Michael T. Smith
Independent director since 2001 and current Lead Independent Director of Teledyne Technologies (TDY). Former Chairman and CEO of Hughes Electronics (1997–2001), with deep aerospace/defense governance experience; age 81 as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hughes Electronics Corporation | Chairman & CEO | Oct 1997–May 2001 | Led major aerospace/defense operations; governance and industry leadership |
| FLIR Systems, Inc. | Director | 2002–May 2021 | Board service until acquisition by Teledyne; imaging and sensors expertise |
| WABCO Holdings | Director | 2009–2020 | Automotive supplier board experience |
| Ingram Micro Corporation | Director | 2001–June 2014 | Technology distribution, logistics oversight |
| Alliant Techsystems (ATK) | Director | 1997–2009 | Advanced weapons/space systems governance |
| Anteon International | Director | 2005–2006 | IT and systems engineering oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| Zero Gravity Solutions, Inc. | Director | Current |
| Livingston Group of Companies | Director | Current |
| Council of Chief Executives | Member | Current |
| Aerospace Industries Association | Former Chairman | Prior leadership role |
| Electronic Industries Foundation Leadership Council | Charter Member | Prior affiliation |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Audit Committee; Lead Independent Director presiding over executive sessions .
- Independence: Board determined Smith independent under NYSE/SEC rules (2024 assessment reaffirmed in 2025) .
- Attendance: Board held six meetings in 2024; all directors attended at least 75% of aggregate Board and committee meetings; all attended the 2024 annual meeting . Audit Committee met six times; Nominating & Governance met four times in 2024 .
- Board declassification in process; majority voting for uncontested elections; proxy access; robust executive session practices .
Fixed Compensation
| Component | 2024 | 2025 (Noted changes) |
|---|---|---|
| Annual cash retainer | $110,000 | $110,000 (no change disclosed) |
| Lead Independent Director fee | $30,000 | $40,000 |
| Nominating & Governance Chair fee | $12,500 | $15,000 |
| Total cash fees (Smith) | $152,500 | $165,000 (reflects increased lead + chair fees) |
| Annual director RSUs (grant-date value) | $170,000; 468 RSUs (Apr 24, 2024) | $210,000 target value starting in 2025 |
| Other | $12,375 (executive deferred comp plan death benefit) | — |
- 2024 director total compensation (Smith): $334,875 (fees + RSUs + other) .
Performance Compensation
- Directors: RSUs vest after one year; settle in shares; RSUs also vest upon change in control or separation (other than removal) .
- Company incentive metrics (context for pay-for-performance alignment):
- Annual Incentive Plan (AIP) weights: Adjusted Income Before Taxes 40%, Adjusted Revenue 25%, Managed Working Capital % 15%, Individual objectives 20% .
- Long-Term Performance Plan (2024–2026) weights: Adjusted Income Before Taxes 40%, Revenue 30%, Relative TSR vs S&P 500 30%; Max payout 200% .
| Program | Metric | Weight | Threshold | Target | Max |
|---|---|---|---|---|---|
| AIP (annual) | Adjusted Income Before Taxes | 40% | 75% of target (0 payout) | 100% (linear scaling) | ≥120% (200% multiplier) |
| AIP (annual) | Adjusted Revenue | 25% | 67% of target (0 payout) | 100% (linear scaling) | ≥120% (200% multiplier) |
| AIP (annual) | Managed Working Capital % | 15% | ≤95% of target (0 payout) | 100% (linear scaling) | ≥105% (200% multiplier) |
| LTI (3-yr) | Adjusted Income Before Taxes (3-yr) | 40% | 75% (0 payout) | 100% (100%) | 120% (200%) |
| LTI (3-yr) | Revenue (3-yr) | 30% | 67% (0 payout) | 100% (100%) | 120% (200%) |
| LTI (3-yr) | Relative TSR vs S&P 500 | 30% | 25th percentile (50%) | 50th percentile (100%) | 75th percentile (200%) |
Other Directorships & Interlocks
| Company | Relationship to TDY | Potential Interlock/Conflict Notes |
|---|---|---|
| FLIR Systems (prior board) | Acquired by TDY in May 2021 | Historical connection; no ongoing related-party transaction disclosed |
| Zero Gravity Solutions | Unrelated | No TDY related-party transaction disclosed |
| Livingston Group of Companies | Unrelated | No TDY related-party transaction disclosed |
- Related party screening: TDY’s policy requires NGC review/approval; 2024 related-party disclosures include compensation of another executive’s spouse; no transactions involving Smith disclosed .
Expertise & Qualifications
- Aerospace/defense, engineering, communications, and manufacturing sector expertise; extensive public/private board service; industry trade association leadership .
- Governance roles: Lead Director; Nominating & Governance Chair; Audit Committee member; reinforces board effectiveness, evaluation processes, and succession planning .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 52,567 shares; includes 200 owned by spouse (disclaimed) | |
| RSUs (as of 12/29/2024) | 468 units | |
| Phantom stock (deferred comp) | 1,245 phantom shares | |
| Shares outstanding (Feb 14, 2025) | 46,837,299 | |
| Ownership % of outstanding | ~0.11% (computed from above) | |
| Pledging/hedging | Prohibited without advance approval; no approvals to directors in 2024 | |
| Director ownership guideline | 5× annual director retainer; compliance reviewed annually; all non-employee directors complied or had time to comply as of 2024 year-end |
Insider Trades
| Date/Period | Transaction | Quantity/Value | Source |
|---|---|---|---|
| FY2024 Section 16 filings | No delinquent filings for Smith disclosed | — | |
| Director RSU grant (annual) | 468 RSUs (vest after one year) | $170,000 grant-date value |
TDY’s proxy does not enumerate Michael T. Smith’s Form 4 transactions for FY2024; only director RSU grants and phantom balances are disclosed in director compensation tables .
Governance Assessment
-
Strengths:
- Lead Independent Director role and chairmanship of Nominating & Governance elevates independence, board evaluation rigor, and succession oversight .
- Heavy committee workload (Audit + NGC) and board engagement signals; committee meeting cadence supports robust oversight (Audit: 6; NGC: 4 in 2024) .
- Strong alignment policies: anti-hedging/pledging, stock ownership guideline (5× retainer), and independent compensation consultant for director pay .
- Shareholder-friendly governance trajectory: board declassification phased to complete in 2027; proposal to eliminate supermajority voting provisions; consistent say-on-pay support (95.8% in 2024) .
-
Potential watch items:
- Prior FLIR board service is historical; TDY policy and disclosures indicate no related-party transactions involving Smith, but continued vigilance on interlocks is prudent .
- Director equity vests on change in control (typical), but accelerated vesting is a standard feature; note broader CIC terms for executives and governance consistency .
-
RED FLAGS: None disclosed specific to Smith in 2024 (no related-party transactions, no hedging/pledging approvals, no delinquent filings) .