Teledyne Technologies Incorporated
Personnel and Compensation Committee Charter
(As amended and restated on December 17, 2013)
The Board of Directors shall appoint annually the Personnel and Compensation
Committee (the “Committee”) and appoint its Chairman. The Committee shall have the
purpose, responsibilities and authority described below. Members of the Committee shall
serve at the will of the Board of Directors.
» Meet the Personnel and Compensation Committee
Acting on behalf of the Board, the Committee shall (a) discharge the Board’s
responsibilities relating to compensation of the Corporation’s executive officers and (b)
produce an annual report on executive compensation for inclusion in the Corporation’s
proxy statement, in accordance with applicable rules and regulations.
The Committee shall be comprised of not less than three directors, each of whom
shall meet the independence requirements of the New York Stock Exchange (the
“NYSE”). Each member of the Committee shall also be an “outside director” for the
purposes of Section 162(m) of the Internal Revenue Code, a “non-employee director” for
the purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and independent
for purposes of Section 952 of the Dodd–Frank Wall Street Reform and Consumer
Protection Act. The members of the Committee shall be appointed by the Board of
Directors on the recommendation Nominating and Governance Committee, and may be
replaced by the Board of Directors.
Responsibilities and Functions
The responsibilities and functions of the Committee shall be to:
- Make recommendations to the Board of Directors concerning executive
management organization matters generally;
- In the area of compensation and benefits, make recommendations to the
Board of Directors concerning employees who are also directors of the
Corporation, consult with the Chief Executive Officer (the “CEO”) on
matters relating to other executive officers, and make recommendations to
the Board of Directors concerning policies and procedures relating to
executive officers; provided, however, that, the Committee shall have full
decision-making powers with respect to compensation for executive
officers to the extent such compensation is intended to be performance2
based compensation within the meaning of Section 162(m) of the Internal
- Make recommendations to the Board of Directors regarding all contracts
of the Corporation with any officer for remuneration and benefits (whether
in the form of a pension, deferred compensation or otherwise) during and
after termination of regular employment of such officer;
- Make recommendations to the Board of Directors concerning policy and
procedures relating to employee benefits and employee benefit plans,
including incentive compensation plans and equity based plans and
applicable clawback provisions;
- Administer the Corporation’s formal incentive compensation programs,
including equity based plans;
- Review and discuss with management the Compensation Disclosure and
Analysis (“CD&A”) and recommend to the Board of Directors whether
the CD&A should be included in the Company’s annual proxy statement
and Form 10-K;
- Prepare an annual Report of the Compensation Committee for inclusion in
the Company’s annual proxy statement in accordance with the applicable
rules and regulations of the Securities and Exchange Commission (the
- Make recommendations to the Board of Directors concerning matters
relating to stockholder votes on compensation, including the frequency of
such votes; and
- Review the Company’s compensation practices and procedures to ensure
that they do not encourage unnecessary and excessive risk-taking.
The Committee shall also perform such additional duties and have such additional
responsibilities and functions as the Board of Directors may from time to time determine.
Meetings; Review Procedures
(a) The Committee shall hold at least two meetings each year and others as determined by the Committee or its chairperson.
(b) The Committee shall, at least annually, review and approve the corporate
goals and objectives relevant to CEO and other executive officer compensation, evaluate
CEO and other executive officer performance in light of those goals and objectives, and
determine and approve all compensation of the CEO and other executive offiers based on
this evaluation. In determining the long-term incentive component of such
compensation, the Committee shall consider the Corporation’s performance and relative
shareholder return, the value of similar incentive awards to executive officers at
comparable companies, and the awards given to the Corporation’s executive officers in
(c) The Committee shall review and evaluate on at least an annual basis the
performance of the executive officers of the Corporation and report to the Board of
Directors concerning the results of its evaluation.
(d) The Committee shall, periodically and as and when appropriate, review and
approve the following as they affect the CEO and executive officers: (a) any employment
agreements and severance arrangements; (b) any change-in-control agreements and
change-in-control provisions affecting any elements of compensation and benefits; and
(c) any special or supplemental compensation and benefits for the CEO and executive
officers and individuals who formerly served as CEO and executive officers, including
supplemental retirement benefits and the perquisites provided to them during and after
(e) The Committee shall oversee the Company’s compliance with the
requirement under the NYSE rules that, with limited exceptions, shareholders approve
equity compensation plans. Subject to such shareholder approval, or otherwise required
by applicable law, the Committee shall have the power to establish, amend and, where
appropriate, terminate incentive compensation plans, equity-based plans, benefit plans,
and other bonus arrangements for the Company; and pursuant to the terms of such plans,
as may at the time be in effect, administer such plans and make appropriate
interpretations and determinations and take such actions as shall be necessary or desirable
thereunder, including approval of awards granted pursuant to such plans and repurchase
of securities from terminated employees.
(f) The Committee shall at least annually review and evaluate the performance
of the trustees and investment managers appointed with respect to the Benefit Plans.
Such review shall include a review of investment performance, diversification of
investments and compliance with investment policies established by the Committee.
(g) The Committee shall at least annually review the activities of the plan
administrators appointed with respect to the employee benefit plans.
(h) The Committee shall periodically review management succession plans
generally as well as management succession plans applicable to emergency situations.
(i) The Committee shall monitor the Corporation’s executive development
programs and consult with the CEO regarding candidates for senior executive positions.
(j) The Committee may form and delegate authority to subcommittees when
(k) The Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board of Directors for approval.
(l) The Committee shall annually review its own performance in accordance with
the requirements of the NYSE and SEC and report to the Board of Directors in such
manner as the Committee deems appropriate.
(m) A report of all Committee meetings will be made to the Board of Directors at
the next meeting of the Board of Directors. The report of the Committee regarding its
evaluation of the performance and/or compensation of the executive officers who are
current employees of the Corporation and serve as members of the Board of Directors
will be made in executive session and executive officers who are current employees of
the Corporation and serve as members of the Board of Directors shall not be present
during the report of the Committee.
(n) The Committee shall have the sole authority and resources to retain and
terminate any compensation consultant or legal, accounting or other advisor to be used to
assist in the evaluation of CEO or other executive compensation, among other things, and
shall have sole authority to approve the consultant or advisor’s reasonable fees and other
retention terms. The Committee shall select a compensation consultant or advisor only
after taking into consideration the independence of the compensation consultant or
advisor using factors established by law, the rules and regulations of the SEC and NYSE
listing standards. The Committee shall be directly responsible for the oversight of the
work of any such consultant or advisor.