Simon M. Lorne
TELEDYNE TECHNOLOGIESAbout Simon M. Lorne
Independent director since 2004 (age 79), currently Senior Advisor and former Vice Chairman and Chief Legal Officer at Millennium Management; previously General Counsel of the U.S. SEC, Managing Director at Citigroup/Salomon Brothers (Legal Compliance/Internal Audit), and partner at Munger, Tolles & Olson (1999–2004). Lorne chairs TDY’s Audit Committee, sits on the Nominating & Governance Committee, and is designated an “audit committee financial expert.” His board tenure and regulatory/compliance pedigree signal strong oversight capacity on financial reporting and controls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Millennium Management LLC | Senior Advisor; Former Vice Chairman & Chief Legal Officer | Joined 2004 | Senior legal, compliance and governance roles in hedge fund context |
| U.S. Securities and Exchange Commission | General Counsel | Not disclosed | Regulatory leadership; securities law expertise |
| Citigroup/Salomon Brothers | Managing Director (Legal Compliance & Internal Audit) | Not disclosed | Oversight of compliance/internal audit programs |
| Munger, Tolles & Olson LLP | Partner | Mar 1999–Mar 2004 | Law firm whose services TDY has used from time to time |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alternative Investment Management Association (AIMA) | Chairman | 2016–2020 | Industry association leadership |
| Public Company Accounting Oversight Board (PCAOB) | Advisory Council Member | 2011–2018 | Standards and audit oversight advisory experience |
Board Governance
- Committees: Audit (Chair); Nominating & Governance (member). Audit Committee comprised of eight independent directors, with Lorne designated as SEC “audit committee financial expert” .
- Audit Committee charter amended and restated effective December 30, 2024; internal audit head reports directly to the Audit Chair and CEO; procedures exist for accounting/internal control complaints. Committee meets at least quarterly and reviews risk (including climate-related risks), financings, repurchases, tax, investments, hedging, IT, and legal/regulatory compliance .
- Independence and attendance: Board determined Lorne is independent under NYSE/SEC rules; in 2024 all directors attended ≥75% of aggregate Board/committee meetings; Board held six meetings and all directors attended the 2024 Annual Meeting virtually .
- Nominating & Governance Committee held four meetings in 2024; all standing committees consist only of independent directors .
- Lead Independent Director role is held by Michael T. Smith; independent directors meet in regular executive sessions .
Fixed Compensation
Director program levels and Lorne’s actual cash/equity for 2024.
| Component | 2024 | 2025 (scheduled) |
|---|---|---|
| Annual cash retainer (non-employee directors) | $110,000 | $110,000 (no change disclosed) |
| RSU grant value | $170,000 | $210,000 |
| Audit Committee Chair fee | $20,000 | $25,000 |
| Personnel & Compensation Chair fee | $15,000 | $20,000 |
| Nominating & Governance Chair fee | $12,500 | $15,000 |
| Lead Director fee | $30,000 | $40,000 |
| Lorne — 2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| Stock Awards (RSUs) | $170,000 |
| Total | $300,000 |
Program features:
- RSUs granted April 24, 2024 (468 units per director); generally vest one year post-grant; settle in shares unless deferred to separation. RSUs vest upon change in control or separation for any reason other than removal .
- Aggregate annual cash+equity cap for non-employee directors: $750,000 under the Amended and Restated 2014 Incentive Award Plan .
- Director ownership guideline: market value ≥5x annual retainer ($550,000); expected within 5 years of board entry and maintained thereafter .
Performance Compensation
Directors do not receive performance-based bonuses or options; the equity component is time-based RSUs (no disclosed performance metrics for directors).
| Equity Feature | Detail |
|---|---|
| RSU Grant Size (2024) | 468 units per director |
| Grant Value (2024) | $170,000 |
| Vesting | One year post-grant; change-in-control acceleration; settlement in shares unless deferred |
| Options | None for directors in 2024 (Option Awards $0) |
| Deferral | Optional deferral to separation from Board service |
Other Directorships & Interlocks
- The proxy highlights Lorne’s service on “other public and private company boards” as part of the Board’s qualifications assessment but does not enumerate current public company directorships; no specific interlocks are disclosed for Lorne in the filing .
Expertise & Qualifications
- Designated “audit committee financial expert”; specialized expertise in finance, mergers & acquisitions, securities laws, and corporate governance. Professional background includes senior legal/compliance roles at Millennium, SEC General Counsel, and internal audit oversight at Citigroup/Salomon Brothers .
Equity Ownership
Beneficial ownership (common stock) as of February 14, 2025.
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Simon M. Lorne | 67,288 | <1% (*) |
Director equity units and phantom shares as of December 29, 2024.
| Instrument | Count |
|---|---|
| RSU Awards (including deferred RSUs) | 2,912 |
| Phantom Stock (Deferred Compensation Plan) | 1,049 |
Notes:
- Phantom stock is cash-settled, mirrors stock purchases, carries no voting rights .
- Footnotes in stock ownership tables emphasize unvested RSUs are excluded (each director had 468 unvested RSUs from the April 24, 2024 grant) .
Governance Assessment
- Strengths: Lorne’s deep regulatory, compliance, and audit oversight experience aligns with his Audit Chair role; designation as “financial expert” enhances committee credibility. Independent status, robust meeting attendance, and a refreshed Audit Charter (Dec 2024) with direct reporting lines from internal audit underscore strong controls and oversight .
- Alignment: Meaningful beneficial ownership (67,288 shares) and ongoing RSU holdings support skin-in-the-game; director ownership guideline of 5x retainer is in place, with RSUs and ownership tracking disclosed (compliance status not explicitly stated in the proxy) .
- Compensation structure: Mix is standard (cash retainer + RSUs) with modest chair fees; increases scheduled in 2025 remain within plan caps. No options, no meeting fees, and equity vests on time or change-in-control; overall low-risk, market-informed design reviewed annually by an independent consultant .
- Potential conflicts and RED FLAGS:
- Prior affiliation: Lorne’s past partnership at Munger, Tolles & Olson, a firm TDY has used “from time to time,” presents a historical related-party proximity, though the Board’s independence review found no material relationships (mitigant) .
- Hedge/pledge risk: Company policy prohibits short-selling, hedging, and pledging of company stock without prior approval; no advance approvals were granted to directors or NEOs in 2024 (mitigant) .
- Tenure: Long tenure (since 2004) can raise entrenchment optics, but committee leadership, attendance, and continued independence determinations partially offset this perception .
Overall, Lorne’s profile supports investor confidence on financial reporting integrity and audit oversight, with limited conflict indicators and standard, conservative director pay practices .