Michelle A. Kumbier
TELEDYNE TECHNOLOGIESAbout Michelle A. Kumbier
Independent director at Teledyne Technologies (TDY) since 2020; age 57. Senior operator with deep manufacturing, product, supply chain, and P&L experience; currently SVP & President, Turf & Consumer Products at Briggs & Stratton (private). At TDY she serves on the Audit Committee and chairs the Personnel & Compensation Committee (PCC), with the Board affirming her independence in 2024/2025 under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley-Davidson Motor Company | SVP & COO; previously SVP, Product & Operations; various executive roles | 1997–Apr 2020 (SVP & COO Oct 2017–Apr 2020; SVP, Product & Ops May 2015–Oct 2017) | Led operations, product, and supply chain optimization at scale . |
| Kohler Company | Multiple positions (plumbing and engines divisions) | 1986–1997 | Early career operations foundation . |
External Roles
| Organization | Role | Tenure | Committee roles |
|---|---|---|---|
| Abbott Laboratories (NYSE: ABT) | Director | 2018–present | Audit Committee member . |
| Ryerson Holding Corporation (NYSE: RYI) | Director | Apr 2024–present | Audit Committee member . |
| Tenneco Inc. (former public) | Director | Aug 2021–Nov 2022 | — . |
TDY’s Board explicitly reviewed her simultaneous service on two other public company audit committees and determined it does not impair her effectiveness on TDY’s Audit Committee (TDY guideline permits up to two other audit committees absent a specific Board determination) .
Board Governance
- TDY Committees: Chair, Personnel & Compensation Committee; Member, Audit Committee .
- Independence: Board determined she is independent (Apr 2024 review; reconfirmed Feb 2025); all standing committees are fully independent .
- Attendance/Engagement: In 2024, all directors attended ≥75% of aggregate Board/committee meetings; Board met six times; Audit Committee held six meetings; PCC held five meetings .
- Board practices around shareholder alignment: majority voting in uncontested elections; proxy access; active declassification (fully declassified by 2027); robust executive and director ownership guidelines .
- Hedging/Pledging: Prohibited without pre-approval; no director approvals granted in 2024 .
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $110,000 |
| Chair fee – Personnel & Compensation | $15,000 (increased to $20,000 starting 2025) |
| Annual equity – RSUs | $170,000 (468 RSUs granted 4/24/2024) |
| Total 2024 director pay (Kumbier) | $295,000 ($125,000 cash + $170,000 stock) |
- Director equity vests after one year and upon change in control or separation (other than removal); settlement in TDY shares unless deferred .
Performance Compensation (as PCC Chair – executive pay program she oversees)
TDY links executive incentives to profit growth, revenue, capital efficiency, and market-relative TSR; strong 2024 say‑on‑pay support (95.8% approval).
- 2024 say‑on‑pay result: 95.8% approval (April 24, 2024) .
- Use of an independent consultant (Exequity LLP); independence confirmed; no other services rendered .
2024 AIP (Annual Incentive Plan) Design and Results
| Metric (Corp) | Weight | 2024 Target | 2024 Actual | Result vs Target |
|---|---|---|---|---|
| Adjusted income before taxes | 40% | $1,081.3mm | $993.1mm | 91.8% |
| Adjusted revenue | 25% | $6,034.9mm | $5,718.9mm | 94.8% |
| Managed working capital (% sales) | 15% | 24.7% | 27.1% | 94.5% (0% payout for this component) |
| Individual goals | 20% | — | Assessed 0–200% | Committee-assessed |
2024–2026 Performance Plan (long-term cash)
| Component | Weight | Payout curve (illustrative anchors) |
|---|---|---|
| Adjusted income before taxes (3-yr aggregate) | 40% | 75% thr → 0%, 100% targ → 100%, 120% max → 200% . |
| Revenue (3-yr aggregate) | 30% | As above . |
| Relative TSR vs S&P 500 (percentile) | 30% | 25th→50%, 50th→100%, 75th→200% . |
Performance-based RSUs (3-year TSR vs S&P 500)
- Vesting: 0% below 25th percentile; 50% at 25th; 100% at ≥50th percentile; measured over 3 years .
Program design notes (2024 changes under PCC):
- Rebalanced long-term mix to equal value across stock options, cash Performance Plan, and performance RSUs (each 1/3 of target LTI) .
- AIP and long-term metrics emphasize adjusted IBT, revenue, working capital efficiency, and market-relative TSR .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Company/Board View |
|---|---|---|
| Abbott Laboratories; Ryerson Holding | Simultaneous service on two other audit committees (plus TDY) | Within TDY policy; Board determined no impairment of Audit Committee effectiveness . |
| Related-party transactions | None disclosed for Kumbier | TDY disclosed one related-party case unrelated to Kumbier (officer’s spouse employment) . |
Expertise & Qualifications
- Operations, product development, supply chain optimization, manufacturing leadership (Harley-Davidson; Briggs & Stratton) .
- Governance/financial oversight: Audit Committee member at two public companies; PCC Chair at TDY .
- Board affirmed independence and financial literacy requirements at TDY; Audit Committee meets NYSE independence/financial sophistication standards .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (TDY) | 1,633 shares; includes 1,245 vested RSUs; excludes 468 unvested RSUs; <1% of outstanding . |
| Director RSUs held (aggregate) | 1,713 RSUs as of Dec 29, 2024 . |
| Director stock ownership guideline | Equity equal to 5× annual director retainer ($550,000 guideline); all directors compliant or within time to comply as of end-2024 . |
| Hedging/pledging | Prohibited without pre-approval; no approvals granted to directors in 2024 . |
Governance Assessment
-
Strengths
- Independent director; chairs PCC and serves on Audit—positions central to pay-for-performance integrity and financial oversight .
- Active engagement: TDY committees met frequently in 2024; Board-wide attendance ≥75% .
- Robust governance environment: majority voting, proxy access, declassification in progress, strong ownership/anti‑hedging policies .
- Shareholder alignment: 2024 say‑on‑pay approval at 95.8%; PCC rebalanced LTI mix to market norms with explicit multi‑year financial/TSR metrics .
-
Watch items
- Audit Committee load: two other public audit committees plus TDY’s—Board has reviewed and explicitly determined no impairment; still an engagement/overboarding area to monitor over time .
- No related‑party exposures disclosed for Kumbier; continue monitoring (standard practice) .