Final

TELEDYNE TECHNOLOGIES INCORPORATEDPERSONNEL AND COMPENSATION COMMITTEE CHARTER(As amended and restated on December 19, 2023 and effective January 1, 2024)
The Board of Directors shall appoint annually the Personnel and Compensation
Committee (the “Committee”) and appoint its Chairman. The Committee shall have thepurpose, responsibilities and authority described below. Members of the Committee shallserve at the will of the Board of Directors.
PurposeActing 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.
Composition
The Committee shall be comprised of not less than three directors, each of whomshall meet the independence requirements of the New York Stock Exchange (the“NYSE”). Each member of the Committee shall also be a “non-employee director” forthe purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The
members of the Committee shall be appointed by the Board of Directors on therecommendation 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:1.

Make recommendations to the Board of Directors concerning executive
management organization matters generally;2.

In the area of compensation and benefits, make recommendations to theBoard of Directors concerning employees who are also directors of theCorporation, consult with the Chief Executive Officer (the “CEO”) on
matters relating to other executive officers, and make recommendations tothe Board of Directors concerning policies and procedures relating toexecutive officers;

3.

Make recommendations to the Board of Directors regarding all contracts
or arrangements of the Corporation with any officer for remuneration andbenefits (whether in the form of a pension, deferred compensation orotherwise) during and after termination of regular employment of suchofficer;
4.

Make recommendations to the Board of Directors concerning policy andprocedures relating to employee benefits and employee benefit plans,
including incentive compensation plans and equity-based plans andapplicable clawback provisions;5.

Administer the Corporation’s formal incentive compensation programs,including equity-based plans;

6.

Review and discuss with management the Compensation Disclosure andAnalysis (“CD&A”) and recommend to the Board of Directors whether
the CD&A should be included in the Corporation’s annual proxystatement and Annual Report on Form 10-K;

7.

Prepare an annual Report of the Compensation Committee for inclusion inthe Corporation’s annual proxy statement in accordance with theapplicable rules and regulations of the Securities and Exchange
Commission (the “SEC”);

8.

Make recommendations to the Board of Directors concerning mattersrelating to stockholder votes on compensation, including the frequency ofsuch votes; and9.

Review the Corporation’s compensation practices and procedures toensure 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 the Executive Chairman and the Chief Executive Officer(the “CEO”) and other executive officer compensation, evaluate the Executive Chairman
and CEO and other executive officer performance in light of those goals and objectives,and determine and approve all compensation of the Executive Chairman, the CEO andother executive officers 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 toexecutive officers at comparable companies, and the awards given to the Corporation’sexecutive officers in past years.

2(c) The Committee shall review and evaluate on at least an annual basis theperformance of the executive officers of the Corporation and report to the Board ofDirectors concerning the results of its evaluation.
(d) The Committee shall, periodically and as and when appropriate, review andapprove the following as they affect the Executive Chairman, the CEO and executiveofficers: (a) any employment agreements and severance arrangements; (b) any change-incontrol agreements and change-in-control provisions affecting any elements ofcompensation and benefits; and (c) any special or supplemental compensation andbenefits for the Executive Chairman, the CEO and executive officers and individuals whoformerly served as Executive Chairman, CEO and executive officers, including
supplemental retirement benefits and the perquisites provided to them during and after
employment.
(e) The Committee shall oversee the Corporation’s compliance with therequirement under the NYSE rules that, with limited exceptions, shareholders approve
equity compensation plans. Subject to such shareholder approval, or otherwise requiredby applicable law, the Committee shall have the power to establish, amend and, whereappropriate, terminate incentive compensation plans, equity-based plans, benefit plans,
and other bonus arrangements for the Corporation; and pursuant to the terms of suchplans, 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 repurchaseof securities from terminated employees.
(f) The Committee shall at least annually review and evaluate the performanceof the trustees and investment managers appointed with respect to the Benefit Plans.
Such review shall include a review of investment performance, diversification ofinvestments and compliance with investment policies established by the Committee.
(g) The Committee shall at least annually review the activities of the planadministrators 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 whenappropriate.
(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.

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(l) The Committee shall annually review its own performance in accordance withthe requirements of the NYSE and SEC and report to the Board of Directors in suchmanner as the Committee deems appropriate.
(m) A report of all Committee meetings will be made to the Board of Directors atthe 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 ofthe 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 andterminate any compensation consultant or legal, accounting, or other advisor to be used toassist in the evaluation of the Executive Chairman, the CEO or other executive
compensation, among other things, and shall have sole authority to approve theconsultant or advisor’s reasonable fees and other retention terms. The Committee shallselect a compensation consultant or advisor only after taking into consideration theindependence of the compensation consultant or advisor using factors established by law,
the rules and regulations of the SEC and NYSE listing standards. The Committee shallbe directly responsible for the oversight of the work of any such consultant or advisor.

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