Wesley W. von Schack
TELEDYNE TECHNOLOGIESAbout Wesley W. von Schack
Wesley W. von Schack (age 80) has served on Teledyne’s Board since 2006 and is an independent director. He is Chairman of AEGIS Insurance Services (since 2007), and previously was Chairman, President and CEO of Energy East Corporation (1996–2009). He sits on Teledyne’s Nominating and Governance Committee and the Personnel and Compensation Committee; in 2024 all directors attended at least 75% of aggregate Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Energy East Corporation | Chairman, President & CEO | 1996–Sep 2009 | Diversified energy services company |
| Mellon Financial Corporation | Director | 1989–2007 | Predecessor to BNY Mellon |
| The Bank of New York Mellon Corporation | Director | 2007–Apr 2016 | Banking and asset management |
| Edwards Lifesciences Corporation | Director | 2010–May 2020 | Medical technology (heart valves, hemodynamic monitoring) |
External Roles
| Organization | Role | Status/Tenure |
|---|---|---|
| AEGIS Insurance Services | Chairman | Since 2007 (mutual insurer) |
| Gettysburg Foundation | Director Emeritus | Ongoing honorary role |
| Peconic Land Trust | President’s Council member | Ongoing |
Board Governance
- Committee assignments: Nominating & Governance; Personnel & Compensation. Not a committee chair; Lead Director is Michael T. Smith (chairs Nominating & Governance) .
- Independence: Board determined in April 2024 (and re-affirmed Feb 2025) that ten of eleven directors, including von Schack, are independent under NYSE/SEC rules .
- Attendance and engagement: Board held six meetings in 2024; Nominating & Governance Committee held four; Personnel & Compensation held five; all directors attended at least 75% of meetings of the Board/committees of which they were members .
- Governance posture: Declassification in process (fully declassified by 2027) and majority voting proposal on 2025 ballot; regular executive sessions led by the Lead Independent Director .
Fixed Compensation
| Component (Non-Employee Director, 2024) | Amount |
|---|---|
| Annual cash retainer | $110,000 |
| Committee chair fees (Audit/Comp/Nom-Gov) | Not applicable to von Schack (member, not chair) |
| Lead Director fee | Not applicable (Lead Director: Michael T. Smith) |
| Equity grant (RSUs) | $170,000; 468 RSUs granted on Apr 24, 2024 |
| Total 2024 Director Compensation | $280,000 |
- 2025 changes: RSU grant value increases to $210,000; chair fees increase (Audit chair to $25,000; Compensation chair to $20,000; Nominating & Governance chair to $15,000; Lead Director to $40,000) .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual Director RSUs | Time-based RSUs generally vest one year from grant; settle in shares at vest (deferral optional). RSUs vest upon change in control or separation from Board service (other than removal) . | None; director equity is not tied to operational/TSR metrics . |
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock Considerations |
|---|---|---|
| Edwards Lifesciences (NYSE: EW) | Director (2010–May 2020) | No TDY-related transaction exposure disclosed . |
| BNY Mellon | Director (2007–Apr 2016) | No TDY-related transaction exposure disclosed . |
| Mellon Financial | Director (1989–2007) | Historical; no TDY-related transaction exposure disclosed . |
| AEGIS Insurance Services | Chairman | Private mutual insurer; no TDY-related transaction exposure disclosed . |
- Related-party transactions: Proxy discloses only a transaction related to the spouse of TDY’s Vice Chairman; no related-party transactions involving von Schack were disclosed .
Expertise & Qualifications
- Senior executive leadership in regulated energy, banking and financial asset management; governance experience across public/private boards; sector experience in regulated industries .
- Governance and compensation committee participation at TDY reflects expertise in oversight, policy, and remuneration matters .
Equity Ownership
| Beneficial Ownership (as of Feb 14, 2025) | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 10,115 | <1% of outstanding shares |
| Held via trusts | 7,935 | The von Schack Revocable Trust and The Wesley von Schack Revocable Trust |
| Vested RSUs included | 2,180 | Counted within beneficial ownership |
| Unvested RSUs (not included) | 468 | Unvested; not counted in beneficial ownership |
| Aggregate RSUs held (incl. deferred) | 2,648 | As of Dec 29, 2024 |
| Ownership Alignment Policies | Details |
|---|---|
| Director ownership guideline | Five times annual retainer ($550,000) |
| Compliance status (end of 2024) | All non-employee directors complied or had additional time to comply, per annual review |
| Hedging/pledging | Prohibited without prior approval; no approvals granted to directors or named executives in 2024 |
Insider Trades (Form 4)
| Date Range | Transactions Found | Notes |
|---|---|---|
| 2022-11-01 to 2025-11-20 | None | No insider trades for “Wesley W. von Schack” in TDY found via insider-trades skill query (transactionDate filter) |
Governance Assessment
- Board effectiveness: Long-tenured independent director with deep experience in regulated sectors; active on Nom-Gov and Comp committees, supporting governance evaluation, director pay oversight, and executive compensation policies .
- Alignment and incentives: Balanced cash/equity mix ($110k cash, $170k equity); RSUs are time-based, promoting long-term alignment. Ownership guideline at 5x retainer with compliance affirmed; anti-hedging/pledging posture strengthens alignment .
- Conflicts/related-party exposure: No related-party transactions disclosed for von Schack; independence affirmed by Board; no hedging/pledging approvals granted in 2024, reducing misalignment risk .
- Signals: 2025 increase in director RSU value and chair/lead fees suggests continued emphasis on equity alignment and role-based workload recognition; no performance-linked director equity, consistent with market practice .
RED FLAGS: None disclosed (no related-party transactions, no hedging/pledging approvals, independence affirmed, attendance ≥75%) .