Robert A. Malone
TELEDYNE TECHNOLOGIESAbout Robert A. Malone
Robert A. Malone (age 73) has served on Teledyne’s Board since 2015. He is Executive Chairman, President and CEO of First Sonora Bancshares, Inc. and The First National Bank of Sonora, Texas (Sonora Bank), roles held since 2014 after joining the institutions in 2009; previously he was Executive Vice President of BP plc and Chairman/President of BP America Inc. (2006–2009) . He is currently a member of Teledyne’s Audit Committee and Personnel & Compensation Committee, and is deemed independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Sonora Bancshares, Inc. | Executive Chairman, President & CEO | Since 2014 (joined 2009) | Banking leadership; compliance and safety oversight experience |
| The First National Bank of Sonora (Sonora Bank) | Executive Chairman, President & CEO | Since 2014 (joined 2009) | Banking operations leadership |
| BP plc | Executive Vice President | Not specified; contemporaneous with BP America leadership (2006–2009) | Senior oil & gas executive; safety compliance expertise |
| BP America Inc. | Chairman of the Board & President | 2006–2009 | Led US operations; regulatory/safety compliance |
External Roles
| Company | Role | Start/End | Committee/Position |
|---|---|---|---|
| Halliburton Company | Director; Lead Director | Director since 2009; Lead Director since 2018 | Lead Director |
| Peabody Energy Corporation | Director; Non-Executive Chairman | Director since 2009; Non-Executive Chairman since 2016 | Non-Executive Chairman |
| BP Midstream Partners GP LLC | Director | 2017–April 2022 | Board director |
Board Governance
- Committee assignments: Audit Committee member; Personnel & Compensation Committee member .
- Independence: Determined independent in April 2024; reconfirmed February 2025 (all standing committees fully independent) .
- Attendance and engagement: In 2024, all directors attended at least 75% of aggregate Board and committee meetings; Board held six meetings; independent directors meet in regular executive sessions .
- Committee effectiveness signals:
- Audit Committee met six times in 2024; charter refreshed Dec 30, 2024; all members independent and financially literate; Lorne designated audit committee financial expert .
- Personnel & Compensation Committee met five times in 2024; oversees executive pay programs, clawback compliance, shareholder votes on compensation .
- Board leadership context: Michael T. Smith is Lead Director; Executive Chairman presides at meetings .
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid in two installments (Jan/Jul) |
| Committee chair fees | N/A for Malone | Audit Chair $20,000; P&C Chair $15,000; N&G Chair $12,500; Lead Director $30,000 (program increases starting 2025) |
| Total cash (Malone) | $110,000 | Per director compensation table |
Program changes effective 2025: RSU value rises to $210,000; Audit Chair $25,000; P&C Chair $20,000; N&G Chair $15,000; Lead Director $40,000 .
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Vesting | Accelerated Vesting |
|---|---|---|---|---|
| RSUs (non-employee directors) | April 24, 2024 | 468 RSUs valued at $170,000 | Generally vest one year from grant; settled in shares unless deferred | RSUs vest upon change in control or separation from Board service for any reason other than removal |
- No options or non-equity incentive plan compensation for directors; total equity for Malone in 2024: $170,000; total compensation $280,000 .
- Performance metrics: Director RSUs are time-based; proxy does not disclose performance-linked metrics for director compensation (executive metrics administered by P&C Committee) .
Other Directorships & Interlocks
| Counterparty | Relationship to TDY | Potential Interlock/Conflict Noted |
|---|---|---|
| Halliburton Company | External public board; Lead Director | No TDY-related party transactions disclosed with Halliburton |
| Peabody Energy Corporation | External public board; Non-Exec Chairman | No TDY-related party transactions disclosed with Peabody |
| BP Midstream Partners GP LLC | Former external board (ended Apr 2022) | No TDY-related party transactions disclosed |
Related party transaction oversight: TDY’s policy requires Nominating & Governance Committee approval; pre-approval thresholds exist; 2024 disclosures list a management spousal employment item but no transactions involving Malone, Sonora Bank, Halliburton, or Peabody .
Expertise & Qualifications
- Senior leadership in oil & gas and banking; prior EVP and BP America Chairman/President .
- Extensive experience with safety compliance and regulated industry operations; service on multiple public company boards .
- Audit Committee and Personnel & Compensation Committee service; all audit members financially literate per NYSE .
Equity Ownership
| Holder | Beneficial Shares | % of Class | RSUs Held (incl. deferred) | Phantom Stock |
|---|---|---|---|---|
| Robert A. Malone | 4,924 shares | <1% | 468 RSUs | — |
- Director stock ownership guideline: ≥5x annual retainer ($550,000) market value; attainment expected within five years; annual review of compliance .
- Hedging/pledging: Prohibited without prior approval; no such approvals granted to directors in 2024 .
Governance Assessment
- Board effectiveness: Active committee engagement (Audit: 6 meetings; P&C: 5 meetings) and refreshed charters support robust oversight; Malone’s dual membership aligns with risk, controls, and pay governance .
- Independence and attendance: Confirmed independent status and at least 75% meeting attendance threshold in 2024 bolster investor confidence .
- Alignment and incentives: Cash/equity mix ($110k cash, $170k RSUs in 2024) aligns director pay with shareholder outcomes; RSUs vest annually, with change-of-control acceleration provisions standard for directors; ownership guideline at 5x retainer enhances skin-in-the-game .
- Conflicts and related-party risk: Despite Malone’s leadership in banking and energy, TDY’s related party disclosures do not identify transactions involving him; policy framework and committee oversight mitigate conflict risk .
- RED FLAGS: None disclosed for Malone regarding related-party transactions, pledging/hedging approvals, attendance shortfalls, or option repricing in the director program .