Robert Mehrabian
TELEDYNE TECHNOLOGIESAbout Robert Mehrabian
Robert Mehrabian, age 83, is Executive Chairman of Teledyne; he previously served as Chairman, President and CEO from 2000–2023 and was Executive Chairman in 2019–2021 and again from January 1, 2024 as part of succession planning . Before Teledyne, he led ATI’s Aerospace & Electronics segment (1999) and earlier served as President of Carnegie Mellon University; he is a member of the National Academy of Engineering . Under his board leadership, Teledyne reported a record 2024 (sales, cash flow, non‑GAAP EPS, operating margin), although AIP metrics fell short of targets (adjusted income before taxes 91.8% of target; revenue 94.8%; MWC 94.5%) . Over five years, Teledyne’s TSR implied a $100 investment grew to $136 vs $181 for the S&P 1500 Industrials peer index; 2024 net income was $819.2M and adjusted income before taxes $993.1M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teledyne Technologies | Chairman, President & CEO; Executive Chairman | CEO 2000–2023; Executive Chairman 2019–2021; Executive Chairman again effective Jan 1, 2024 | Led growth, M&A, technology and margin programs; chair oversight during declassification and governance modernization |
| Allegheny Technologies (ATI) | President & CEO, Aerospace & Electronics segment | 1999 | Segment leadership immediately prior to Teledyne spin-off |
| Carnegie Mellon University | President | Pre‑1997 | Led major academic institution; governance and leadership credentials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PPG Industries, Inc. | Director | 1992–2014 | Long-tenured board service at global coatings company |
| Mellon Financial Corp. / Bank of New York Mellon | Director | 1994–2007; through Apr 2011 at successor BNY Mellon | Financial services governance experience |
| National Academy of Engineering | Member | — | Recognized for engineering leadership |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,100,000 | $1,100,000 | $1,100,000 |
| Perquisites (Car allowance) ($) | $12,000 | $12,000 | $12,000 |
| Change in Pension Value ($) | — | $2,696,653 | $2,388,024 |
| Total Reported Compensation ($) | $8,397,536 | $8,557,552 | $8,014,639 |
Pension entitlements at FYE 2024 included: Teledyne Pension Plan present value $1,770,711; Pension Equalization/Benefit Restoration present value $17,302,892; supplemental employment agreement pension present value $3,905,401 .
Performance Compensation
| Incentive Type | Metric | Weight | Target | Actual | Multiplier/Payout | Vesting/Terms |
|---|---|---|---|---|---|---|
| 2024 AIP (cash) | Adjusted income before taxes | 40% | $1,081.3M | $993.1M | 75.5% component → 30.2% weighted | Annual; threshold 75%, max at 120% |
| 2024 AIP (cash) | Adjusted revenue | 25% | $6,034.9M | $5,718.9M | 84.3% component → 21.1% weighted | Annual; threshold 67%, max at 120% |
| 2024 AIP (cash) | Managed Working Capital % | 15% | 24.7% | 27.1% | 0% component → 0% weighted | Annual; 0% if ≥105% or ≤95% bands breached |
| 2024 AIP (cash) | Individual objectives | 20% | Committee set | Achieved 100% | 20% weighted | Annual qualitative/quantitative |
| 2024 AIP (cash) | Total | — | — | — | 71.3% performance weighting; AIP actual 106.9% of salary; payout $1,176,100 | |
| 2024–2026 Performance Plan (cash) | 3-yr Adjusted income before taxes | 40% | $3,624.6M | In-progress | Scalable 0–200% | 3-yr performance; AIP threshold applies |
| 2024–2026 Performance Plan (cash) | 3-yr Revenue | 30% | $19,154.6M | In-progress | Scalable 0–200% | 3-yr performance |
| 2024–2026 Performance Plan (cash) | 3-yr relative TSR vs S&P 500 | 30% | 50th percentile | In-progress | 50% at 25th; 100% at 50th; 200% at 75th | 3-yr performance |
| 2022–2024 Performance Plan (cash) | Aggregate goals (actual) | — | See plan | 70.3% of target | Cash payout $1,237,280 | Paid in Feb 2025 |
| 2024 RSUs (performance-based) | Relative TSR vs S&P 500 | — | 25th/50th percentile cutoffs | In-progress | 50% vest at 25th, 100% vest >50th | Cliff at 3 years (granted 1/23/24); target $1,100,000; 2,517 max units |
| Stock Options (granted 1/23/24) | Share price appreciation | — | — | — | — | 6,431 options @ $441.98; vest 1/3 p.a.; 10-yr term |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficially owned shares | 211,245; includes 140,198 via The Mehrabian Living Trust, 4,355 unvested restricted stock, and 66,692 options exercisable within 60 days; individual ownership <1% of outstanding shares |
| 2024 option exercise activity | 50,000 options exercised; value realized $18,210,145 (value realized reflects sale or tax valuation as reported) |
| RSU vesting cadence | 2021 grants: 89.4% vested on 1/26/24; 2022 grants: 82.2% vested on 1/25/25, based on relative TSR |
| Ownership guidelines | Executive Chairman must hold equity worth ≥5× base salary; company reports NEOs/directors compliant or on path |
| Hedging/pledging | Prohibited without pre‑approval; no approvals granted to directors/NEOs in 2024 |
Employment Terms
| Term/Provision | Details |
|---|---|
| Role and term | Executive Chairman through Dec 31, 2026; responsibilities include managing Board affairs, M&A, strategy, technology, margin expansion |
| Compensation calibration | Starting 2024: target long‑term incentives equally weighted across options, Performance Plan, and RSUs; each at 100% of base salary for Mehrabian |
| AIP target | 150% of base salary |
| Stock options (post‑2019 grants) | Continue vesting after separation (other than death); death accelerates; exercise rights follow terms (not beyond option term) |
| Supplemental pension | Non‑qualified supplemental pension equal to 50% of 2018 base salary ($995,000) paid monthly for 10 years post‑retirement; acceleration on death/disability; present value $3,905,401 at FYE 2024 |
| Post‑retirement medical | COBRA‑equivalent premium + employer portion for longer of executive/spouse life, per plan terms |
| Clawback | NYSE-compliant clawback for restatements; Board authority to recoup for felony, willful misconduct, breach of fiduciary duty, fraud/embezzlement/misappropriation; applies to incentive-based comp incl. time‑vested options/RSUs |
| Change-in-control (CIC) | Double‑trigger; CIC severance multiple 3× salary+bonus target (Mehrabian); immediate vesting of options, RSU restrictions lift, performance plan paid at 120% (Roks at 100%); continued health benefits; outplacement; 280G cut‑down/no gross‑up |
| Estimated CIC payout (if terminated at 12/29/24) | Total $24,893,562 composed of: cash severance $8,250,000; bonus $1,650,000; unvested options value $712,836; unvested RSUs value $8,488,749; unpaid performance plan $5,720,000; welfare $46,977; outplacement $25,000 |
Board Governance
- Board service: Director since 1999; not independent due to executive role .
- Leadership structure: Executive Chairman presides at Board and stockholder meetings; CEO role separated in 2024; Lead Independent Director (Michael T. Smith) presides in executive sessions without management .
- Committees: Audit, Personnel & Compensation, and Nominating & Governance are fully independent; Executive Chairman is not a committee member; limited delegated authority to grant options/RSUs to employees (remaining capacity 28,733 shares as of Feb 14, 2025) .
- Attendance: In 2024, all directors attended ≥75% of meetings; Board held six meetings; annual executive sessions of independent directors .
Director Compensation
Non‑employee directors receive cash retainers ($110,000 in 2024) and annual RSUs ($170,000; rising to $210,000 in 2025), with chair and lead director premiums; director ownership guideline is ≥5× annual retainer; Mehrabian is an employee director and does not receive non‑employee director compensation .
Compensation Structure Analysis
- Mix shift and alignment: In October 2023, Mehrabian’s employment agreement was amended to lower overall compensation starting 2024 and to equal‑weight long‑term incentives (options, Performance Plan, RSUs), matching broader market norms .
- Benchmarking: Committee typically targets 50th percentile; 2024 competitive positioning showed Mehrabian’s targeted total compensation at −41% vs peer group median and −35% vs general industry median, reflecting mix and role calibration as Executive Chairman .
- Governance safeguards: No option repricing; no excise tax gross‑ups; capped incentive payouts; robust clawback; anti‑hedging/pledging policy with no 2024 approvals .
Say‑on‑Pay & Shareholder Feedback
2024 advisory vote on executive compensation approved with 95.8% support; Committee made no changes to approach in 2024 and continues shareholder engagement on compensation and governance (including board declassification and majority voting amendments) .
Risk Indicators & Red Flags
- Insider selling pressure: 2024 option exercises by Mehrabian totaled 50,000 options with $18.21M value realized, indicating potential near‑term supply around exercises; continuing large outstanding option holdings may contribute to episodic selling pressure as tranches vest .
- Alignment protections: Formal clawback policy; prohibition on hedging/pledging with no approvals granted in 2024; no option repricing; double‑trigger CIC mitigates single‑trigger windfalls .
- Related party and indemnification: Company maintains related party transaction policy and director/officer indemnification agreements; no related party transactions disclosed involving Mehrabian .
Equity Grants and Vesting Detail (2024)
| Grant Type | Date | Units/Options | Key Terms |
|---|---|---|---|
| Stock Options | 1/23/2024 | 6,431 | Exercise price $441.98; vest 1/3 annually; 10‑year term |
| Performance RSUs | 1/23/2024 | Target units 2,517; target value $1,100,000 | Cliff vest at 3 years; vesting scaled to relative TSR vs S&P 500; 50% vest at 25th percentile, 100% >50th |
| AIP Target | 2024 | 150% of base salary | Corporate metrics and individual goals; actual payout $1,176,100 (106.9% of salary) |
Multi‑Year Compensation (Robert Mehrabian)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,100,000 | $1,100,000 | $1,100,000 |
| Stock Awards | $4,060,681 | $1,572,503 | $1,001,212 |
| Option Awards | $1,759,955 | — | $1,100,023 |
| Non‑Equity Incentive (AIP + Perf Plan) | $1,464,900 | $3,176,396 | $2,413,380 |
| Change in Pension Value | — | $2,696,653 | $2,388,024 |
| All Other Compensation | $12,000 | $12,000 | $12,000 |
| Total | $8,397,536 | $8,557,552 | $8,014,639 |
Ownership Breakdown (as of Feb 14, 2025)
| Category | Amount |
|---|---|
| Shares held directly/indirectly | 211,245; includes 140,198 by The Mehrabian Living Trust |
| Unvested restricted stock | 4,355 shares subject to forfeiture |
| Options exercisable within 60 days | 66,692 shares |
| Ownership percentage | Less than 1% of outstanding shares |
Investment Implications
- Alignment strong but with episodic selling pressure: Large realized value from 2024 option exercises ($18.21M) and continued option overhang suggest potential trading supply around vesting/exercise windows; however, strict anti‑hedging/pledging rules and 5× salary ownership requirements support long‑term alignment .
- Pay for performance intact with governance safeguards: AIP and long‑term incentives are tied to adjusted income before taxes, revenue, and relative TSR with capped payouts; robust clawback, no repricing, and double‑trigger CIC provisions reduce headline governance risk .
- Succession/role transition reduces inflation risk: 2024 agreement lowered overall compensation and set equal weighting across long‑term incentive components, and benchmarking shows targeted comp below peer medians, mitigating pay‑inflation concerns while preserving strategic involvement through 2026 .
- Shareholder support and governance modernization: 95.8% say‑on‑pay approval in 2024, active board declassification and majority voting proposals, and independent committees with lead director structure balance Executive Chairman dual‑role implications .