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TELEDYNE TECHNOLOGIES INC

For the period ended Apr 23, 2025. Filed Mar 14, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 23, 2025 · Filed Mar 14, 2025

TDY$618.60+4.5%Stored close · as of Nov 6, 2026
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SCHEDULE 14A

(RULE

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF

☑ Filed by the Registrant☐ Filed by a Party other than the Registrant

Check the appropriate box:

☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
TELEDYNE TECHNOLOGIES INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑No fee required.
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Teledyne Technologies Incorporated 1049 Camino Dos Rios Thousand Oaks, CA 91360

Dear Stockholder:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Teledyne Technologies Incorporated (the “Company”) to be held virtually on Wednesday, April 23, 2025 at 9:15 a.m. Pacific Time. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting: https://meetnow.global/MWVQNXS on the meeting date and at the time described in the accompanying Proxy Statement. There is no physical location for the Annual Meeting.

This booklet includes the Notice of Meeting as well as the Company’s Proxy Statement.

We know that you may be unable to attend the virtual Annual Meeting. The proxies that we solicit give you the opportunity to vote on all matters that are scheduled to come before the Annual Meeting. Whether or not you plan to attend, you can be sure that your shares are represented by promptly voting and submitting your proxy by phone or by Internet as described in the following materials, or if you request that proxy materials be mailed to you, by completing, signing, dating, and returning your proxy card enclosed with those materials in the postage-paid envelope provided to you.

Thank you for your investment in our Company. We look forward to your attendance virtually at the 2025 Annual Meeting.

Sincerely,

Robert Mehrabian

Executive Chairman

Teledyne Technologies Incorporated

Notice of Annual Meeting of Stockholders

Meeting Date: April 23, 2025 Time: 9:15 a.m. Pacific TimeMeeting Access: Virtual Stockholder MeetingRecord Date: March 3, 2025

Agenda

Stockholders will be asked to vote upon the following proposals at the Annual Meeting:

1)To elect each of the three Class II director nominees identified in the accompanying Proxy Statement for a two-year term, or until the successor to such director nominee is elected and duly qualified;
2)To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025;
3)To vote, on a non-binding, advisory basis, to approve the Company’s 2024 executive compensation;
4)To vote on a proposal to approve amendments to the Company’s Restated Certificate of Incorporation to adopt majority voting provisions;
5)To vote on a stockholder proposal to support shareholder ability to call for a special shareholder meeting; and
6)To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The 2025 Proxy Statement and the 2024 Annual Report to Stockholders are available at www.envisionreports.com/tdy

To access the virtual Annual Meeting, go to https://meetnow.global/MWVQNXS before the scheduled start time. Online access to the meeting will begin at 9:00 a.m. Pacific Time. Teledyne’s proxy materials are currently available at www.envisionreports.com/tdy.

Attending the Virtual Annual Meeting as a Stockholder of Record

If you were a holder of record of common stock of Teledyne at the close of business on March 3, 2025 (the “Record Date”) (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), you can attend the meeting by accessing https://meetnow.global/MWVQNXS and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you previously received.

Registering to Attend the Virtual Annual Meeting as a Beneficial Owner

If you were a beneficial holder of record of common stock of Teledyne as of the Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of Teledyne common stock you held as of the Record Date, along with your name and email address, to Computershare. Please forward the email from your broker, or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern, on April 18, 2025. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to https://meetnow.global/MWVQNXS and enter your control number.

Asking Questions

If you are attending the meeting as a stockholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at https://meetnow.global/MWVQNXS, entering your control number, and clicking on the message icon in the upper right hand corner of the page. Questions will be answered after the meeting by following up directly with the stockholder of record or the registered beneficial owner. Please include your email address with your question so that we may follow up with you.

Voting Shares

If you have not already voted your shares in advance, you will be able to vote your shares electronically during the Annual Meeting by clicking on the “Vote” tab on the Meeting Center site. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting.

Attending the Annual Meeting as a Guest

If you would like to enter the meeting as a guest in listen-only mode, click on the “Guest” tab after entering the meeting center at https://meetnow.global/MWVQNXS and enter the information requested on the following screen.

Guests are allowed to access the meeting but will not be able to ask questions, present proposals or vote. Only Registered Stockholders and Beneficial Stockholders that have already submitted a Legal Proxy to Computershare and have obtained a Control Number (or their authorized representatives) may vote, present proposals and ask questions during the meeting. Please see the questions and answers section of the accompanying Proxy Statement for more information about attending the Annual Meeting. For information about the Company, please visit our website at www.teledyne.com.

By Order of the Board of Directors,

Melanie S. Cibik

Executive Vice President, General Counsel, Chief Compliance Officer

and Secretary

Your vote is important:

Whether or not you plan to virtually attend the Annual Meeting, please vote as soon as possible by one of the methods described in the proxy materials for the Annual Meeting to ensure that your shares are represented and voted at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 23, 2025. The Notice of Annual Meeting, Proxy Statement and 2024 Annual Report are available at: www.envisionreports.com/tdy.

Proxy Statement

Page
Board Composition and Practices8
Executive Officers10
Item 1 on Proxy Card — Election of Directors12
Corporate Governance22
Committees of Our Board of Directors26
Item 2 on Proxy Card — Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm31
Fees Billed by Independent Registered Public Accounting Firm31
Guidelines Regarding External Auditing Firms32
Audit Committee Report34
Item 3 on Proxy Card — Advisory Resolution on Executive Compensation35
Item 4 on Proxy Card — Amendments To Our Restated Certificate Of Incorporation To Adopt Majority Voting Provisions36
Item 5 on Proxy Card — Stockholder Proposal to Support Shareholder Ability to Call for a Special Shareholder Meeting38
Other Business41
Stock Ownership Information41
Five Percent Owners of Common Stock41
Stock Ownership of Management42
Securities Authorized for Issuance under Equity Compensation Plans as of December 29, 202444
Executive and Director Compensation45
Compensation Discussion and Analysis45
Personnel and Compensation Committee Report66
Summary Compensation Table67
Grants of Plan-Based Awards69
Outstanding Equity Awards at Fiscal Year-End70
Option Exercises and Stock Vested72
Pension Benefits73
Nonqualified Deferred Compensation75
Director Compensation76
Potential Payments Upon Termination or a Change in Control78
Pay Versus Performance83
2024 Median Employee to CEO Pay Ratio91
Option Award Disclosure92
Certain Transactions93
Questions and Answers About the Meeting and Voting94
Other Information99
2026 Annual Meeting and Stockholder Proposals99
Householding of Proxy Materials99
Annex A: Proposed Amendments to the Restated Certificate of Incorporation101

DEFINED TERMS In this Proxy Statement, Teledyne Technologies Incorporated is sometimes referred to as the “Company” or “Teledyne”.

TELEDYNE TECHNOLOGIES INCORPORATED | 2025 Proxy Statement

Notice of Internet Availability

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our Proxy Statement and Company’s Annual Report on Form 10-K for the year ended December 29, 2024 (the “2024 Annual Report”) to certain of our stockholders over the Internet, which allows us to reduce costs associated with the Annual Meeting and helps to reduce the environmental impact and costs of printing and distributing paper copies of proxy materials. On or about March 14, 2025, the Company will mail to each stockholder (other than those stockholders who previously had requested paper delivery of proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials, including this Proxy Statement and the Company’s 2024 Annual Report online (the “eProxy Notice”). The eProxy Notice also contains instructions on how to request a paper copy of the Proxy Statement and 2024 Annual Report. Stockholders who have previously requested paper delivery of proxy materials will receive printed copies of the Proxy Statement and the 2024 Annual Report, which will be mailed to such stockholders on or about March 14, 2025.

Cautionary Statements

Disclosures in this Proxy Statement may contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “approximate,” “expect,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this Proxy Statement include the matters discussed regarding the expectation of performance under compensation plans, and anticipated financial and operational performance of the Company. The forward-looking statements contained in this Proxy Statement involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account information currently known to the Company. Although the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and are beyond the Company’s control. The risks and uncertainties that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth in Item 1A, “Risk Factors” in the 2024 Annual Report, and in the other documents the Company files from time to time with the SEC.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

Incorporation by Reference

Neither the Personnel and Compensation Committee Report nor the Audit Committee Report shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference. In addition, this document includes several website addresses and references to our corporate social responsibility (“CSR”) reports. These website addresses are intended to provide inactive, textual references only. The information on these websites and in our CSR reports is not part of this Proxy Statement.

TELEDYNE TECHNOLOGIES INCORPORATED | 2025 Proxy Statement1

2025 Proxy Statement Summary

This summary highlights information about the Company and the upcoming Annual Meeting. As it is only a summary, please review the complete Proxy Statement and the Company’s 2024 Annual Report before you vote. References to “Teledyne,” “the Company,” “we,” “us” or “our” refer to Teledyne Technologies Incorporated.

2025 Annual Meeting of Stockholders

Time and Date:9:15 a.m. Pacific Time, April 23, 2025
Virtual Meeting Link:https://meetnow.global/MWVQNXS
Record Date and Voting:Stockholders as of the Record Date, March 3, 2025, are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

How to Cast Your Vote

Your vote is important. Please carefully review the proxy materials and vote using one of the following advance voting methods. The deadline for voting by telephone is 11:59 p.m. Eastern Time on April 22, 2025. If you vote by mail, your proxy card must be received before the Annual Meeting. If you hold shares in the Teledyne Technologies Incorporated 401(k) Plan, your voting instructions must be received by 11:59 p.m. Eastern Time on April 18, 2025.

Registered Stockholders
If you hold shares through our transfer agent, Computershare, please use one of the following options:
Visit www.envisionreports.com/tdyCall 1-800-652-VOTE (8683) or the number on your proxy cardSign, date and return your proxy card by mail
Beneficial Owners
If you hold shares through your bank or brokerage account, please vote by returning the voting instruction card, or by following the instructions for voting via telephone or the Internet, as provided by the bank, broker, or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.

If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote online at the Annual Meeting. Even if you plan to attend the virtual Annual Meeting, please cast your vote as soon as possible. See the “Questions and Answers About the Meeting and Voting” section for more details.

2TELEDYNE TECHNOLOGIES INCORPORATED | 2025 Proxy Statement

Voting Matters and Board Recommendations

Board’s VotingRecommendation · Page Reference(for more detail)
ITEM 1.Election of three Class II directors for a two-year term expiring at the 2027 Annual Meeting✓ FOR each director nominee12
ITEM 2.Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025✓ FOR31
ITEM 3.Approval of a non-binding advisory resolution on the Company’s executive compensation (“say on pay”)✓ FOR35
ITEM 4.Approval of amendments to the Company’s Restated Certificate of Incorporation to adopt majority voting provisions✓ FOR36
ITEM 5.Stockholder proposal to support shareholder ability to call for a special shareholder meeting× AGAINST38

In addition, stockholders will transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

Snapshot of 2025 Director Nominees

We believe that all of our Class II directors who are being nominated forre-election at the Annual Meeting are highly-qualified and vital members of a well-rounded, experienced Board. All director nominees possess high integrity, innovative thinking, a proven record of success, knowledge of corporate governance requirements and practices, and commitment to sustainability and Teledyne’s core values of respect, integrity, responsibility and citizenship.

TELEDYNE TECHNOLOGIES INCORPORATED | 2025 Proxy Statement3

The following table provides summary information about each director nominee standing for election to the Board fora two-year term expiring at the 2027 Annual Meeting. As further described below, our director nominees represent a diverse range of backgrounds and overall experience.

NomineeAgeIndependentDirector SinceCommittee Memberships
Robert Mehrabian Executive Chairman of the Company83No1999
Jane C. Sherburne Principal of Sherburne PLLC and Former Senior Executive Vice President, General Counsel and Corporate Secretary of The Bank of New York Mellon Corporation74Yes2014• Audit Committee • Personnel and Compensation Committee
Michael T. Smith Retired Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation81Yes2001• Lead Director • Nominating and Governance Committee (Chair) • Audit Committee

Board Composition

The Board regularly assesses the composition of its members and nominees as part of its annual evaluation process. We believe that our 11 directors represent a diverse and broad range of attributes, qualifications, experiences, and skills to provide an effective mix of viewpoints and knowledge.

Director nominees are selected on the basis of, among other criteria, experience, knowledge, skills, expertise, integrity, diversity, ability to make independent analytical inquiries, understanding of, or familiarity with, the Company’s business products or markets or similar business products or markets and willingness to devote adequate time and effort to Board responsibilities. The Nominating and Governance Committee and the Board believe that a diverse Board leads to improved Company performance by encouraging new ideas, expanding the knowledge base available to management and fostering a boardroom culture that promotes innovation and vigorous deliberation. Consequently, when evaluating potential nominees, the Nominating and Governance Committee considers individual characteristics that may bring diversity to the Board, including gender, race, national origin, age, professional background, unique skill sets and areas of expertise.

4TELEDYNE TECHNOLOGIES INCORPORATED | 2025 Proxy Statement

Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. Our corporate governance practices, highlighted below, are described in greater detail in the “Corporate Governance” section of this Proxy Statement.

Board Practices
Board Independence✓ 10 out of 11 current Board members are independent. ✓ Lead independent director.
Board Leadership✓ The Executive Chairman presides at meetings of stockholders and Board meetings. ✓ The lead independent director presides during the Board’s executive sessions.
Board Composition✓ Our current directors have a diverse mix of skills, experience, and backgrounds, as specifically described under “Item 1 Election of Directors.” ✓ All director nominees exhibit certain key characteristics and skills, including high integrity, financial literacy, leadership experience, and business acumen, as further described under “Director Qualification, Skills, and Attributes.” ✓ Three out of our 11 directors are women, and two directors are ethnically diverse.
Board Committees✓ Fully independent Audit, Personnel and Compensation, and Nominating and Governance Committees. ✓ Each committee has a written charter available on our website.
Board Accountability✓ Simple majority voting in uncontested director elections. ✓ If not elected, a director must tender their resignation to the Board for its consideration. ✓ Annual “say-on-pay” vote. ✓ Annual stockholder ratification of the Audit Committee’s selection of the independent auditor. ✓ One share, one vote. ✓ No poison pill. ✓ Proxy access bylaw. ✓ Board declassification is in process and the Board will be fully declassified in 2027.
Board Engagement✓ Attendance: • Directors’ attendance at annual meetings of stockholders is expected absent good reason. • In 2024, all directors attended at least 75% of the aggregate number of meetings of the Board and Board committees of which they were members. ✓ Our independent directors meet in regularly scheduled executive sessions without management present.
TELEDYNE TECHNOLOGIES INCORPORATED | 2025 Proxy Statement5
Board Effectiveness
Board Evaluation and Assessments✓ Annual Board and Board committee self-evaluation process. ✓ Annual Board assessment of corporate governance best practices.
Stockholder Access to Directors✓ Stockholders may contact our Board as a whole, individual directors (including the lead independent director), or management by mail.
Board Oversight of Risk✓ Full Board is responsible for risk oversight and the Board committees oversee certain key risks. ✓ The Board oversees management in its assessment and mitigation of risks, and in taking appropriate risks.
Succession Planning✓ The Board actively monitors our management succession and development plans. ✓ At least annually, the Executive Chairman discusses succession planning with the Personnel and Compensation Committee and the Board.
Social Responsibility✓ Management regularly updates the Nominating and Governance Committee on social responsibility matters. ✓ Today, approximately 30 percent of our Section 16 executive officers and 30 percent of our directors are women.
Alignment with Stockholder Interests
Clawback and Anti-Hedging and Pledging Policies✓ We have a formal policy related to the “clawback” of incentive compensation in the event of a financial restatement, as required by the NYSE listing rules, and any incentive compensation or other equity award or cash bonus in the event of fraud or criminal misconduct. ✓ Our insider trading policy prohibits short sales of our stock, buying or selling put or call options on our stock, holding our stock in a margin account, pledging our stock as collateral for a loan, or entering into hedging or monetization transactions with respect to our stock, in each case without prior advance approval from our Executive Vice President, General Counsel, Chief Compliance Officer and Secretary (no such advance approvals were granted to directors or named executives in 2024).
Stock Ownership✓ Robust stock ownership guidelines: • The Executive Chairman, the Chief Executive Officer and the President and Chief Operating Officer must retain equity equal in value to five times their base salaries. • Each of the other named executive officers must retain equity equal in value to three times their respective base salaries. • Each of our directors must retain equity equal in value to five times the annual director retainer.
6TELEDYNE TECHNOLOGIES INCORPORATED | 2025 Proxy Statement
Alignment with Stockholder Interests
Corporate Responsibility✓ We are committed to acting as a good corporate citizen and operating sustainably. ✓ Our Global Code of Ethical Business Conduct and other policies and information related to corporate social responsibility can be found at www.teledyne.com under “Who We Are” — “Corporate Governance.” ✓ In our Corporate Social Responsibility (“CSR”) report we disclose and highlight some of Teledyne’s most recent efforts focused on Environmental, Social and Governance (“ESG”) and sustainability, and which is available on our website at www.teledyne.com under “Who We Are” — “Corporate Social Responsibility.”

Core Values

Corporate responsibility is part of our overall culture. Our four Core Values – Integrity, Respect, Responsibility, and Citizenship – guide the decisions we make as an organization. Any employee or third party doing business for or with Teledyne may report any ethical concern or suspected misconduct online at www.teledyne.ethicspoint.com or call the Ethics Hotline at(877) 666-6968.

TELEDYNE TECHNOLOGIES INCORPORATED | 2025 Proxy Statement7
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.