Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 23, 2019, Teledyne Technologies Incorporated ("Teledyne") announced that, effective July 23, 2019, Teledyne's Board of Directors fixed the number of directors at 11 and appointed Denise R. Cade as a Class I Director for a term expiring at the 2021 Annual Meeting of Stockholders. Ms. Cade will become a member of the Audit Committee and the Nominating and Governance Committee of the Teledyne Board.
Ms. Cade, age 56, has been the Senior Vice President, General Counsel and Corporate Secretary of IDEX Corporation since October 2015. From March 2011 until October 2015, she served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at SunCoke Energy, Inc. and its controlled company SunCoke Energy Partners, LLP, where she also served on the Board of Directors.
As a non-employee director, Ms. Cade will be entitled to receive an annual retainer fee, currently $110,000, which annual fee will first be payable to Ms. Cade beginning January 1, 2020. Each non-employee director is also automatically granted a restricted stock unit award on the date of the Annual Meeting of Stockholders equal to $110,000 divided by the fair market value of a share of Teledyne common stock on the date of grant, rounded down to the nearest whole unit share. If a person such as Ms. Cade becomes a non-employee director for the first time on a date other than an Annual Meeting date, such non-employee director will automatically be granted an award of restricted stock units, effective as of the date of becoming a director, equal to $55,000 divided by the fair market value of a share of Teledyne common stock on the date of grant, rounded down to the nearest whole share. The restricted stock unit award vests on the earlier of (a) one year after the date of grant, (b) upon a separation of the director from board service, or (c) upon a change of control. Shares of stock underlying the restricted stock award will be issued upon vesting unless the director elects to defer issuance until such time as the director separates from board service.
A press release dated July 23, 2019, announcing Ms. Cade’s appointment as a new member of Teledyne’s Board of Directors is included as Exhibit 99.2 to this report and incorporated herein by reference.