Final

Corporate Governance GuidelinesofTeledyne Technologies Incorporated

Amended and Restated as of December 19, 2023, and effective January 1, 2024

Corporate Governance Guidelinesof Teledyne Technologies Incorporated
The following Corporate Governance Guidelines have been adopted by the Board of
Directors (the “Board”) of Teledyne Technologies Incorporated (the “Company”) toassist the Board in the exercise of its responsibilities. These Corporate Governance
Guidelines reflect the Board’s commitment to monitor the effectiveness of policy anddecision making both at the Board and management levels, with a view to enhancing
long-term stockholder value. These Corporate Governance Guidelines are not intended
to change or interpret any Federal or state law of regulation, including the Delaware
General Corporation Law, or the Certificate of Incorporation or the Amended andRestated Bylaws of the Company. These Corporate Governance Guidelines are subject
to modification from time to time by the Board and are posted on the Company’s website.
I.

The BoardA.

Role of Directors

Director are expected to spend the time and effort necessary to discharge properly their
responsibilities. Accordingly, a Director is expected to attend meetings of the Board andcommittees on which such Director sits regularly, and to review prior to meetingsmaterial distributed in advance for such meetings. A Director who is unable to attend ameeting should notify the Chairman of the Board as soon as possible in advance of suchmeeting.
B.

The Board’s Goals

The Board’s goals are to build long-term value for the Company’s stockholders and toassure the vitality of the Company for its customers, employees and the other individuals
and organizations that depend on the Company.
The business affairs of the Company are managed under the direction of the Board. The
Board believes that the primary responsibilities of directors are to exercise their businessjudgment in good faith and to act in what they reasonably believe is in the best interestsof the Company and its stockholders. Directors must fulfill their responsibilities
consistent with their fiduciary duty to stockholders, in compliance with all applicable
rules and regulations. In forming their judgment, each Director is entitled to rely in goodfaith on the accuracy of the records of the Company and the information, opinions,
reports or statements presented by the Company’s officers, employees, Board
committees, outside advisors and auditors. In discharging that obligation, directors areentitled to rely on the honesty and integrity of the Company’s senior executives and its
outside advisors and auditors.

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C.

Size of the Board

The Amended and Restated Bylaws of the Company provide for no fewer than four andno more than twelve Directors. This range permits diversity of experience withouthindering effective discussion or diminishing individual accountability. The size of theBoard could, however, be increased or decreased if determined to be appropriate by the
Board. For example, it may be desirable to increase the size of the Board in order toaccommodate the availability of an outstanding candidate for Director.
D. Selection of New Directors
The Board shall be responsible for nominating members for election to the Board and forfilling vacancies on the Board that may occur between annual meetings of stockholders.
The Board delegates the search and recommendation process involved to the Nominatingand Governance Committee. When formulating its Board membership recommendations,
the Nominating and Governance Committee shall also consider advice andrecommendations from the Chief Executive Officer and others, as it deems appropriate.
The Nominating and Governance Committee will consider suggestions timely submitted
by the Company’s Stockholders. The invitation to join the Board should be extended by
the Chair of the Nominating and Governance Committee and the Chairman of the Board.
E. Board Membership Criteria
Nominees for Director shall be selected on the basis of, among other criteria, experience,
knowledge, skills, expertise, integrity, diversity in background and/or experience, ability
to make independent analytical inquiries, understanding of, or familiarity with, theCompany’s business products or markets or similar business products or markets andwillingness to devote adequate time and effort to Board responsibilities.
The Nominating and Governance Committee may establish additional criteria and shallbe responsible for assessing the appropriate balance of criteria required of Board
members.
Each Director shall be expected, within a reasonable period of time following his or her
election to the Board, to own stock in the Company in an amount that is appropriate forsuch Director’s financial circumstances. However, the ownership of a substantial amountof stock is not in itself a basis for a Director to be considered as not independent.
F. Diversity
The Nominating and Governance Committee shall consider candidates for the Board that
embody diversity in skills, abilities, industry knowledge, experience, gender, race, andethnicity, as well as such other factors considered useful depending on the needs of theBoard at such time. Any search firm engaged to assist with director recruitment must
include women and minority candidates in the pool from which Nominating andGovernance Committee selects director candidates.
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G. Other Public Company Directorships
Unless the Board determines that the carrying out of a director’s responsibilities to theCompany will not be adversely affected by the director’s other directorships, Directors
who also serve as an executive officer of a public company will not serve on more than atotal of two public company boards; and Directors who are not executive officers of apublic company will not serve on more than four public company boards in addition to
the Company’s Board. Any Director who is considering accepting an invitation to join
the Board of Directors of any other business corporation (whether publicly or privatelyheld) shall notify the Chairman of the Board and the Chair of the Nominating andGovernance Committee in advance of accepting such invitation so as to enable theNominating and Governance Committee, together with the General Counsel, to make, ina timely manner, a determination as to whether there are any potential conflicts of interest
or interlocks and communicate such determination, and any related recommendation, tosuch Director and to the Board.
H. Independence of the Board
The Board will be composed of a majority of Directors who qualify as independent
directors (“Independent Directors”) under the listing standards of the New York Stock
Exchange (the “NYSE”). The Board shall review annually the relationships that each
Director has with the Company (either directly or as a partner, shareholder or officer ofan organization that has a relationship with the Company). Following such annual review,
only those Directors who the Board affirmatively determines have no material
relationship with the Company (either directly or as a partner, shareholder or officer of anorganization that has a relationship with the Company) will be considered Independent
Directors, subject to additional qualifications prescribed under the listing standards of the
NYSE or under applicable law. The Board may adopt and disclose categorical standards
to assist it in determining Director independence.
I. Separate Sessions of Non-Management Directors/Independent Directors;
Lead Director
The non-management Directors of the Company shall meet in executive session without
management on a regularly scheduled basis, and the Independent Directors (to the extent
different from the non-management Directors) shall meet at least once per year.
The Board has formally designated an Independent Director to serve as the lead Director.
The lead Director shall preside in those executive sessions where the non-management or
Independent Directors meet without the Chairman of the Board and the Chief Executive
Officer.
Any interested parties desiring to communicate with non-management or Independent
Directors regarding the Company may directly contact such Directors through theCompany Secretary.

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J. Directors Who Change Their Present Job Responsibility (Professional
Status)Any Director who experiences a change in his or her principal occupation or primarybusiness affiliation from that in which the Director was engaged when last elected to theBoard (including retirement) should promptly notify the Secretary of such change. The
Secretary shall in turn notify the Nominating and Governance Committee. The Board,
with input from the Nominating and Governance Committee and the Chairman, willconsider whether the Director should be requested to tender his or her resignation basedon consideration of the best interest of the Company in light of the circumstances,including the effect such change in occupation or primary business affiliation may haveon that Director’s ability to serve and to be an effective Board member. If such a request
is made, the Director shall promptly tender his resignation.
K. Director Resignation Policy
In the event that a Director intends to resign or retire from, or refuse to stand forreelection to, the Board, they must tender written notice of such intent directly to the
Chairman, who will share such notice with the General Counsel. The Board shalldetermine the action, if any, to be taken with respect to such notice.
The Amended and Restated Bylaws of the Company provide for majority voting in theelection of Directors in uncontested elections (i.e., an election where the number of
nominees does not exceed the number of Directors to be elected). The Board has adopted
a policy whereby all Director nominees must submit a contingent resignation in writing
to the Chairman of the Nominating and Governance Committee. The resignation becomes
effective only if the Director is not elected by a majority of votes cast and the Board
accepts the resignation. The Nominating and Governance Committee or anothercommittee appointed by the Board will recommend to the Board whether to accept or
reject the resignation or whether other action should be taken. The Board will act on suchcommittee’s recommendation and publicly disclose its decision and the rationale behind
it within 90 days following the date of the certification of the election results. The
Director who was not elected by a majority of votes cast will not participate in the
Board’s decision with respect to such resignation.
L. Retirement and Board Refreshment
It is the Board’s view that, while Board refreshment is an important consideration in the
Board’s assessment of its composition, the best interests of the Company are served by its
being able to take advantage of all available talent, and that the Board should not makedeterminations with regard to its membership solely on the basis of age. Accordingly,
there are no established limits for retirement from the Board.

5M. Director Tenure
The Board does not believe it appropriate to institute fixed limits on the tenure of directors
because the Company and the Board would thereby be deprived of experience andknowledge. Accordingly, there are no established term limits for service on the Board.
Notwithstanding, in connection with each Director nomination recommendation, theNominating and Governance Committee shall consider the issue of continuing Director
tenure and take steps as may be appropriate to ensure that the Board maintains an
openness to new ideas and a willingness to critically re-examine the status quo.
Prior to the renomination of any incumbent Director, the Nominating and GovernanceCommittee shall consider such Director’s: (1) change in position of principal
employment by retirement or otherwise and the concomitant effect such change shallhave on the incumbent’s ability to continue to make meaningful contributions to theBoard; (2) attendance record for Board and Committee meetings during the Director’s
term; and (3) health, as a possible impediment to continued active involvement as a
Director.
N.

Board Compensation

A Director who is also an officer of the Company shall not receive additional
compensation for such service as a Director.
The Company believes that compensation for non-employee Directors should becompetitive and should encourage increased ownership of the Company’s stock throughthe payment of a portion of Director compensation in Company stock, options topurchase Company stock or similar compensation. The Nominating and GovernanceCommittee will periodically review the level and form of the Company’s Director
compensation, including how such compensation relates to Director compensation ofcompanies of a comparable size, industry and complexity. Changes to Director
compensation will be proposed to the full Board for consideration.
The Nominating and Governance Committee shall administer any plans or rules relating
Non-Employee Director compensation, including the Administrative Rules Relating to
Non-Employee Director Restricted Stock Unit Awards and Fees.
O.

Self-Evaluation by the Board and Committees

The Board and each Committee shall assess annually its respective performance, in suchmanner as recommended by the Nominating and Governance Committee. The assessment
should include a review of any areas in which the Board or management believes theBoard or any Committee can make a better contribution to the Company.

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P.

Board Access to Management

Board members shall have access to the Company’s management and, as appropriate, toindependent advisors. It is assumed that Board members will use judgment to be sure that
this contact is not distracting to the business operation of the Company.
Q.

Attendance of Management Personnel at Board Meetings

The Board encourages the Chief Executive Officer to bring members of managementfrom time to time into Board meetings to (i) provide management insight into items being
discussed by the Board which involve the manager’s business; (ii) make presentations to
the Board on matters which involve the manager’s business; and (iii) bring managers
with significant leadership and other potential into contact with the Board.
R. Board Materials Distributed in Advance
Information and data which are important to the Board’s understanding of the businesswill be distributed in writing to the Board before the Board meets. In the event of apressing need for the Board to meet on short notice or if such materials would otherwise
contain highly confidential or sensitive information, it is recognized that written materials
may not be available in advance of the meeting.
S.

Reliance on Management and Outside Advice

Directors shall have complete access to management.
In performing its functions, the Board and Board Committees are entitled to rely on theadvice, reports and opinions of management, counsel, accountants, auditors and otherexpert advisors. The Board and Board committees can, if they wish to do so, seek legal orother expert advice from a source independent of management and shall be provided theresources for such purposes. Generally, this would be with the knowledge of the
Executive Chairman and the Chief Executive Officer, but this is not a condition toretaining such advisors. The Board shall have authority to retain and approve the fees andretention terms of its outside advisors.
T.

Board Interaction with Institutional Investors, Analysts, Press andCustomers

The Board believes that management generally should speak for the Company. From
time to time, Directors may be asked by the Executive Chairman, the Chief Executive
Officer or management to speak with others, as appropriate. It is suggested that each
Director shall refer all inquiries from institutional investors, analysts, the press orcustomers to either the Vice Chairman or the Chief Executive Officer or his or her
designee.

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The Company's Vice Chairman will report to the Board annually, and more frequently if
appropriate, the results of communications with the Company’s various stockholder
constituencies and analysts and rating agencies.
U. Board Orientation and Continuing Education
The Company shall provide new Directors with a Director orientation program tofamiliarize such Directors with, among other things, the Company’s business, strategicplans, significant financial, accounting and risk management issues, complianceprograms, conflicts policies, code of business conduct and ethics, corporate governanceguidelines, internal auditors and independent auditors.
Continuing education programs for Directors may include a combination of internallydeveloped materials and presentations, programs presented by third parties at theCompany, and financial and administrative support for attendance at certain qualifying
independent programs.
II.

Board Meetings
A.

Frequency of Meetings

There shall be at least five regularly scheduled meetings of the Board each year. At least
one regularly scheduled meeting of the Board shall be held quarterly.
B.

Selection of Agenda Items for Board Meetings

The Chairman of the Board will establish the agenda for each Board meeting. Each Board
member is free to suggest the inclusion of items on the agenda. Each Board member isfree to raise at any Board meeting subjects that are not on the agenda for that meeting.
At least one Board meeting each year will be devoted to a review of the long-term
strategic plans and the principal issues that the Company may face in the future.
III.

Committee Matters
A.

Number and Names of Board Committees

The Company shall have three standing committees: Audit, Nominating and Governance,
and Personnel and Compensation. The purpose and responsibilities for each of thesecommittees is outlined in committee charters adopted by the Board. The Board has theflexibility to form a new committee or disband a current committee at any time.
B.

Independence of Board Committees

Each of the Audit Committee, the Nominating and Governance Committee and the
Personnel and Compensation Committee shall be composed entirely of Independent8

Directors satisfying applicable legal, regulatory and stock exchange requirements
necessary for an assignment to any such committee.
C.

Audit Committee Memberships

No director may serve as a member of the Audit Committee if such director serves on theaudit committees of more than two other public companies unless the Board determinesthat such simultaneous service would not impair the ability of such director to effectively
serve on the Audit Committee, and discloses this determination in the Company’s annual
proxy statement.
D.

Assignment and Rotation of Committee Members

The Nominating and Governance Committee shall be responsible for making
recommendations to the Board with respect to the assignment of Board members tovarious committees (after taking into account the desires of the individual Board
members and the suggestions of the Chairman of the Board). After reviewing theNominating and Governance Committee’s recommendations, the Board shall be
responsible for appointing the Chairman and members to the committees on an annual
basis.
The Nominating and Governance Committee shall annually review the Committee
assignments and shall consider the rotation of the Chair and members with a view towardbalancing the benefits derived from continuity against the benefits derived from thediversity of experience and viewpoints of the various Directors.
Note: It is the sense of the Board that consideration should be given to rotating committee
members periodically at about a 6-year interval, but the Board does not feel that such arotation should be mandated as a policy as there may be reasons at a given point in time
to maintain an individual Director’s committee membership for a longer period or shorter
period.
IV.

Leadership Development
A.

Selection of Chairman of the Board

The Executive Chairman generally serves as the chairman of the Board. The Board does
not require the separation of the offices of the Chairman of the Board and the Chief
Executive Officer. The Board believes that whether to have the same person occupy theoffices of Chairman of the Board and Chief Executive Officer should be decided by the
Board, from time to time, in its business judgment after considering relevant factors,
including the specific needs of the business and the best interests of the Company and its
stockholders.
The Chairman will preside over all meetings of the directors, be responsible for theagenda at all meetings of the Board and will preside over meetings of stockholders. The
9Chairman will preview information sent to the Board as necessary and approve meetingschedules to assure that there is sufficient time for discussion of all agenda items.
B.

Selection of the Chief Executive Officer and Chairman of the Board

The Board shall be responsible for identifying potential candidates for, and selecting, theCompany’s Chief Executive Officer and the Executive Chairman. The Board shallconsider, among other things, a candidate’s experience, understanding of, or familiarity
with, the company’s businesses products and markets, leadership qualities, knowledge,
skills, expertise, integrity, and reputation in the business community.
C.

Evaluation of the Executive Chairman and the Chief Executive
Officer

The Board will provide the Executive Chairman and the Chief Executive Officer with anannual performance review for the prior year. The following steps will be utilized tocarry out this review:•••At the beginning of each fiscal year the Personnel and Compensation Committeeof the Board, in collaboration with each of the Executive Chairman and the Chief
Executive Officer, will set annual performance goals for the Executive Chairman
and the Chief Executive Officer.
Each of the Executive Chairman and the Chief Executive Officer will develop a
self-evaluation at the end of each fiscal year and provide this to the Personnel andCompensation Committee of the Board.
With this information, the Personnel and Compensation Committee will solicit
input from the other Board Members. This assessment should include the
Directors' appraisal of:o The Company’s performance and the contribution of each of the Executive
Chairman and the Chief Executive Officer to it, both compared tocompetitors and the Company’s own strategic goals;
o Achievement of personal goals established for each of the Executive
Chairman and the Chief Executive Officer for the year.
o Other aspects of the performance of each of the Executive Chairman and
the Chief Executive Officer which the Director deems relevant.

The Personnel and Compensation Committee will synthesize this information and reporta summary of this information to the Directors in executive session. After agreement by
the Directors to the evaluation, the chair of the Personnel and Compensation Committee
will meet with each of the Executive Chairman and the Chief Executive Officer todiscuss the Board's assessment. Each of the Executive Chairman and the Chief Executive
Officer may then take the opportunity to discuss his or her reaction to the evaluation.

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D.

Succession Planning

At least annually, the Personnel and Compensation Committee, together with the Chief
Executive Officer, will report to the Board on succession planning, including plans forinterim succession for the Chief Executive Officer in the event of an unexpectedoccurrence or emergency.

E.

Management Development

At least annually the Personnel and Compensation Committee, together with the Chief
Executive Officer, will review with the Board the Company's program for management
development.

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