DEF 14A of Teleflex Inc
Filed Mar 28, 2025 · FY20240000096943-25-000063
4.How many votes are required to elect director nominees and approve the proposals?
4.How many votes are required to elect director nominees and approve the proposals? To be elected at the meeting, a director nominee must receive the affirmative vote of a majority of the votes cast. For this purpose, a majority of the votes cast means that the number of votes cast in favor of a director nominee must exceed the number of votes cast against that director nominee. Abstentions and “broker non-votes” will have no effect on the vote. Approval of each of proposals 2, 3 and 4 requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Accordingly, abstentions have the same effect as votes against a proposal, while broker non-votes will not be included in the vote count and will have no effect on the vote.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, nine directors will be elected for terms expiring at our annual meeting of stockholders in 2026 or until their successors are duly elected and qualified. The Board, upon the recommendation of the Nominating and Governance Committee, has nominated Candace H. Duncan, Gretchen R. Haggerty, John C. Heinmiller, Liam J. Kelly, Stephen K. Klasko, M.D., Andrew A. Krakauer, Neena M. Patil, Stuart A. Randle and Jaewon Ryu, M.D., for election to the Board for one-year terms. All nominees are continuing directors who previously were elected by our stockholders. Our bylaws generally require that, to be elected in an uncontested election of directors, a director nominee must receive a majority of the votes cast with respect to that director nominee’s election (for this purpose, a majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee). If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director will continue to serve on the board of directors. However, under our Corporate Governance Principles, the Board will not nominate for election as a director any incumbent director unless the director has submitted in writing his or her irrevocable resignation, which would be effective if the director does not receive the required majority vote and the Board accepts the resignation. Generally, if an incumbent director does not receive the required majority vote, our Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether to take other action. The Board would act on the resignation, generally within 90 days from the date that the election results are certified. The Board’s decision and an explanation of any determination with respect to the director’s resignation will be disclosed promptly in a current report on Form 8-K filed with the SEC. We seek to assemble a Board that operates cohesively and works with management in a constructive way to deliver long term stockholder value. In addition, the Board believes it operates best when its membership reflects a diverse range of experiences, areas of expertise and backgrounds. To this end, the Board seeks to identify candidates whose respective experience expands or complements the Board’s existing expertise in overseeing our company. Our Corporate Governance Principles provide that directors are expected to possess the highest character and integrity and to have business, professional, academic, government or other experience which is relevant to our business and operations. However, there is no set list of qualities or areas of expertise used by the Board in its analysis because it assesses the attributes each particular candidate could bring to the Board in light of the then-current composition of the Board. In evaluating nominees for election to the Board, consistent with our Corporate Governance Principles, our Nominating and Governance Committee considers, among other factors, the candidate’s potential to contribute to the diversity of the Board, including with respect to gender, race, ethnicity, national origin and other differentiating characteristics. The following charts provide information with respect to the tenure, age, independence and diversity of our directors as of the date of this proxy statement.
ELECTION OF DIRECTORS
| Board Diversity Matrix | | | | Total Directors | 9 | | | | Female | Male | | Gender Identity | | | | Directors | 3 | 6 | | Demographic Background | | | | African American or Black | – | – | | Alaskan Native or Native American | – | – | | Asian | 1 | 1 | | Hispanic, Latinx or Spanish Origin | – | – | | Native Hawaiian or Pacific Islander | – | – | | White | 2 | 5 | | Other | – | – | | Two or More Races or Ethnicities | – | – | | LGBTQ+ | – | – | | Did not Disclose Demographic Background | – | – |
ELECTION OF DIRECTORS
We believe our current directors possess valuable experience in a variety of areas, which enables them to guide Teleflex in the best interests of the stockholders. Information regarding each of our nominees and continuing directors is set forth below.
Nominees for election to the Board of Directors
Nominees for election to the Board of Directors
Nominees for election to the Board of Directors
| Candace H. Duncan | Ms. Duncan, 71, has been a director of Teleflex since 2015 and currently serves as chair of the Audit Committee. Ms. Duncan retired in November 2013 after a 35-year career with KPMG LLP, a public accounting firm. From 2009 until her retirement, she was the managing partner of KPMG’s Washington, D.C. office and served on KPMG’s board of directors. Earlier, Ms. Duncan served in various capacities at KPMG, including managing partner for audit for the Mid-Atlantic area and audit partner in charge of KPMG’s Virginia business unit. Ms. Duncan is currently a director of Discover Financial Services. Ms. Duncan’s extensive experience in public accounting enables her to provide valuable perspectives to the Board on financial matters. Her background renders her especially well-qualified to assist the Board in addressing a variety of financial and budgeting matters and in its oversight of the integrity of our financial statements and our internal controls. | | Gretchen R. Haggerty | Ms.Haggerty, 69, has been a director of Teleflex since 2016 and currently serves as a member of the Audit Committee. Ms. Haggerty retired in August 2013 after a 37-year career with United States Steel Corporation, an integrated global steel producer, and its predecessor, USX Corporation, which, in addition to its steel production, also conducted energy operations, principally through Marathon Oil Corporation. From March 2003 until her retirement, she served as Executive Vice President & Chief Financial Officer and also served as Chairman of the U.S. Steel & Carnegie Pension Fund and its Investment Committee. Earlier, she served in various financial executive positions at U.S. Steel and USX, beginning in November 1991 when she became Vice President & Treasurer. Ms. Haggerty is currently a director of Atmus Filtration Technologies Inc. and Johnson Controls International plc. Ms. Haggerty’s background in executive management of a large, complex global corporation, as well as her experience gained through other public company directorships, enables her to share valuable perspectives with the Board on a wide range of financial and business matters. Her lengthy tenure as a financial executive renders her well-qualified to assist the Board with a variety of financial and budgeting matters, and in its oversight of our financial statements and internal controls. |
Nominees for election to the Board of Directors
| John C. Heinmiller | Mr. Heinmiller, 70, has been a director of Teleflex since 2019 and currently serves as a member of the Audit Committee. Prior to his retirement in January 2017, Mr. Heinmiller was Executive Vice President of St. Jude Medical, Inc. (“St. Jude Medical”), a global medical device company. During his 19-year career with St. Jude Medical, Mr. Heinmiller served in various executive and senior level positions, including Executive Vice President from August 2012 to January 2017; Executive Vice President and Chief Financial Officer from May 2004 to August 2012; Vice President, Finance and Chief Financial Officer from September 1998 to May 2004; and Vice President of Corporate Business Development from May 1998 to September 1998. Prior to joining St. Jude Medical, Mr. Heinmiller held senior management positions with and was a member of the board of directors of Daig Corporation, a medical device company, and LifeCore Biomedical, a medical technology company. Mr. Heinmiller’s executive and senior management experience in the medical device industry enables him to provide a wide range of perspectives on financial and business initiatives. In addition, his extensive experience as a financial executive renders him especially well qualified to assist the Board in addressing a variety of financial and budgeting matters and in its oversight of the integrity of our financial statements and our internal controls. | | Liam J. Kelly | Mr. Kelly, 58, has been a director of Teleflex since 2018 and has served as Chairman of our Board since May 2020. He became our President and Chief Executive Officer in January 2018. From May 2016 to December 2017, Mr. Kelly served as our President and Chief Operating Officer, and from April 2015 to April 2016, he served as our Executive Vice President and Chief Operating Officer. Mr. Kelly also served as our Executive Vice President and President, Americas from April 2014 to April 2015, and as our Executive Vice President and President, International from June 2012 to April 2014. Earlier, he held several positions with regard to our EMEA segment, including President from June 2011 to June 2012, Executive Vice President from November 2009 to June 2011, and Vice President of Marketing from April 2009 to November 2009. Prior to joining Teleflex, Mr. Kelly held various senior level positions with Hill-Rom Holdings, Inc., a medical device company, from October 2002 to April 2009, serving as its Vice President of International Marketing and R&D from August 2006 to February 2009. Mr. Kelly is currently a director of Enovis Corporation (formerly Colfax Corporation). Mr. Kelly’s extensive experience in the medical device industry and intimate knowledge of our business enable him to provide meaningful perspectives regarding our operations, strategic planning and growth initiatives. In addition, Mr. Kelly, who was born in Ireland, has extensive experience managing international businesses, enabling him to provide valuable insights regarding international markets and our businesses and operations outside the U.S. | | Stephen K. Klasko, M.D. | Dr. Klasko, 71, has been a director of Teleflex since 2008 and currently serves as Lead Director and chair of the Nominating and Governance Committee. Dr. Klasko retired in December 2021 after serving as President of Thomas Jefferson University and Chief Executive Officer of Jefferson Health. From September 2004 to June 2013, Dr. Klasko served as Dean of the College of Medicine of the University of South Florida. From 2009 to June 2013, Dr. Klasko also served as the Chief Executive Officer of USF Health, which encompasses the University of South Florida’s colleges of medicine, nursing and public health. He was a Vice President of USF Health from 2004 to 2009. Dr. Klasko served as Dean of the College of Medicine of Drexel University from 2000 to 2004. | | | Dr. Klasko’s background in medicine and business enables him to provide valuable insights with regard to our strategic and growth initiatives. His background in medicine enables him to provide a unique and practical perspective regarding the application and marketing of our medical device products, as well as trends in global healthcare markets. In addition, Dr. Klasko’s senior management experience with large healthcare organizations enables him to provide valuable insights with respect to information technology and security matters. |
Nominees for election to the Board of Directors
| Andrew A. Krakauer | Mr. Krakauer, 70, has been a director of Teleflex since 2018 and currently serves as a member of the Compensation Committee. Prior to his retirement in October 2016, Mr. Krakauer was Chief Executive Officer of Cantel Medical Corp. (“Cantel”), a provider of infection control products and services. During his 12 years at Cantel, Mr. Krakauer served in various executive and senior level positions, including Chief Executive Officer from November 2014 to July 2016; President and Chief Executive Officer from March 2009 to November 2014; President from April 2008 to March 2009; and Executive Vice President and Chief Operating Officer from August 2004 through April 2008. Mr. Krakauer also served as a member of Cantel’s board of directors from 2009 to 2016. Prior to joining Cantel, Mr. Krakauer was President of the Ohmeda Medical Division of Instrumentarium Corp. (which was acquired by General Electric Company in 2003), a provider of medical devices, from 1998 to 2004. Mr. Krakauer’s executive and senior management experience in the medical device industry enables him to provide valuable insights regarding a wide range of business matters, including strategy, acquisitions, management, operations and growth initiatives | | Neena M. Patil | Ms. Patil, 50, has been a director of Teleflex since 2022 and currently serves as a member of the Nominating and Governance Committee. Since February 2021, she has held the position of Chief Legal Officer and Executive Vice President of Jazz Pharmaceuticals plc, a biopharmaceutical company. From July 2019 to February 2021, Ms. Patil served as Senior Vice President and General Counsel of Jazz Pharmaceuticals. Prior to joining Jazz Pharmaceuticals, Ms. Patil was Senior Vice President, General Counsel and Corporate Secretary of Abeona Therapeutics Inc., a clinical-stage biopharmaceutical company, from September 2018 to July 2019. Prior to that, from May 2008 to October 2016, Ms. Patil served in various management positions at Novo Nordisk Inc., culminating in her role as Vice President for Legal Affairs and Associate General Counsel. Prior to 2008, she worked for several other global biopharmaceutical companies including Pfizer Inc., GPC Biotech AG and Sanofi. Ms. Patil’s executive and senior management experience in the healthcare industry enables her to provide valuable insights regarding a wide range of business matters, including commercial matters, operations, acquisitions and strategic planning initiatives. In addition, Ms. Patil’s legal background renders her particularly well qualified to assist the Board in addressing a variety of public company, board governance and public policy matters, as well as helping to provide oversight regarding our ESG programs. | | Stuart A. Randle | Mr. Randle, 65, has been a director of Teleflex since 2009 and currently serves as chair of the Compensation Committee and as a member of the Nominating and Governance Committee. Mr. Randle retired in December 2018 after serving for three years as the Chief Executive Officer of Ivenix, Inc., a medical device company that provides infusion delivery systems. Previously, Mr. Randle had been retired since September 2014 after serving for 10 years as President and Chief Executive Officer of GI Dynamics, Inc., a medical device company. From 2003 to 2004, he served as Interim Chief Executive Officer of Optobionics Corporation, a medical device company. From 2002 to 2003, Mr. Randle held the position of Entrepreneur in Residence of Advanced Technology Ventures, a healthcare and information technology venture capital firm. From 1998 to 2001, he was President and Chief Executive Officer of Act Medical, Inc. Prior to 1998, Mr. Randle held various senior management positions with Allegiance Healthcare Corporation and Baxter International Inc. Mr. Randle currently serves as a director of Beacon Roofing Supply, Inc. | | | Mr. Randle’s medical device company experience, coupled with past senior management positions at medical device companies, enables him to provide valuable insights regarding a variety of business, management and technical issues. |
Nominees for election to the Board of Directors
| Jaewon Ryu, M.D. | Dr. Ryu, 51, has been a director of Teleflex since 2023 and currently serves as a member of the Compensation Committee. Since April 2024, Dr. Ryu has been the Chief Executive Officer of Risant Health, a nonprofit healthcare organization that provides support systems and services to its constituent health systems. From June 2019 to April 2024, Dr. Ryu served as the President and Chief Executive Officer of Geisinger Health, an integrated healthcare system with a clinical enterprise, health plan, a school of medicine and research and innovation functions. He joined Geisinger in October 2016 and served as Executive Vice President and Chief Medical Officer until December 2018. From December 2018 to June 2019, he served as Interim President and Chief Executive Officer of Geisinger. Prior to joining Geisinger, Dr. Ryu served as President, Integrated Care Delivery for Humana, Inc., a health insurance company, from January 2014 to September 2016. Previously, he served in various leadership capacities at the University of Illinois Hospital and Health Sciences System and Kaiser Permanente, after having practiced as a corporate healthcare attorney and worked in government roles at the Centers for Medicare and Medicaid Services and the Department of Veterans Affairs. Dr. Ryu is currently a director of Privia Health Group, Inc. Dr. Ryu’s extensive experience in the areas of care delivery and payment enables him to provide meaningful perspectives with respect to a wide range of business matters, including with respect to our strategic initiatives. His knowledge and background in legal and regulatory aspects of the healthcare industry and government policy enable him to provide valuable industry insights. In addition, Dr. Ryu’s experience with healthcare and health insurance organizations enables him to provide valuable perspectives with respect to information technology and security matters. |
Nominees for election to the Board of Directors
In the unlikely event that any nominee becomes unable or unwilling to stand for election, the proxies may be voted for one or more substitute nominees designated by the Board, or the Board may decide to reduce the number of directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES.
Director Compensation – 2024
Director Compensation – 2024 Each director who is not a Teleflex employee receives compensation for his or her service as a director, which consists of an annual cash retainer, payable in equal monthly installments, an annual stock option grant, a restricted stock unit award and meeting attendance fees. The chairpersons of our Audit, Compensation and Nominating and Governance Committees receive an additional annual cash retainer, and our Lead Director receives an additional annual restricted stock unit award. In addition, upon their first election or appointment to the Board, non-management directors receive a grant of an option to purchase shares of our common stock. For 2024, the amounts payable under our non-management director compensation program were as follows:
Director Compensation – 2024
| •Annual Cash Retainer – All Non-Management Directors | $67,000 | | •Additional Annual Cash Retainer – Committee Chairs: | | | ◦Audit Committee Chair | $22,500 | | ◦Compensation Committee Chair | $17,500 | | ◦Nominating and Governance Committee Chair | $14,000 | | •Annual Equity Grants – All Non-Management Directors: | | | ◦Restricted Stock Units | $137,000 | | ◦Stock Options | $90,000 | | •Additional Annual Equity Grant – Lead Director: | | | ◦Restricted Stock Units | $40,000 | | •Stock Option Grant Upon Initial Election | $180,000 | | • Meeting Fees (per meeting): | | | ◦Board of Directors (participation in person) | $2,000 | | ◦Board of Directors (participation by telephone) | $1,000 | | ◦Committees (participation in person or by telephone) | $1,000 |
Director Compensation – 2024
The table below summarizes the compensation paid to non-management directors during the fiscal year ended December 31, 2024.
Director Compensation – 2024
| Name | Fees Earned Or Paid in Cash (1) | Stock Awards (2) | Option Awards (3) | Change in Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Candace H. Duncan | $110,500 | $130,112 | $85,432 | – | – | $326,044 | | Gretchen R. Haggerty | $87,000 | $130,112 | $85,432 | – | – | $302,544 | | John C. Heinmiller | $86,000 | $130,112 | $85,432 | – | – | $301,544 | | Stephen K. Klasko | $98,000 | $168,002 | $85,432 | – | – | $351,434 | | Andrew A. Krakauer | $85,000 | $130,112 | $85,432 | – | – | $300,544 | | Nina M. Patil | $82,000 | $130,112 | $85,432 | – | – | $297,544 | | Stuart A. Randle | $107,500 | $130,112 | $85,432 | – | – | $323,044 | | Jaewon Ryu | $85,000 | $130,112 | $85,432 | – | – | $300,544 |
Director Compensation – 2024
______________________ (1)For each of Mses. Duncan and Patil, Dr. Klasko and Mr. Krakauer, includes $67,000 in cash fees that they elected to allocate to their respective deferral accounts under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2024” for additional information regarding our Deferred Compensation Plan, the terms of which generally apply in the same manner with respect to deferrals of directors’ cash fees as they apply with respect to deferrals of executives’ cash compensation. We do not, however, provide matching contributions to our non-employee directors under the Deferred Compensation Plan. (2)The amounts shown in this column represent the aggregate grant date fair value of the restricted stock units we granted to each non-employee director in 2024, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation” (“ASC Topic 718”). A discussion of the assumptions used in calculating grant date fair values may be found in Notes 1 and 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. In May 2024, we granted to each non-management director 649 restricted stock units, and we granted to Dr. Klasko an additional 189 restricted stock units in respect of his service as Lead Director. The restricted stock units each had a grant date fair value per share of $200.48 and will vest one year after the date of grant. Upon vesting, the restricted stock units are settled by the delivery to a director of shares of our common stock on the basis of one share of common stock for each restricted stock unit held by the director. Mses. Duncan and Patil, Dr. Klasko and Mr. Krakauer deferred receipt of the common stock underlying 100% of the restricted stock units granted to them in 2024, the value of which was credited to a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2024” for additional information regarding our Deferred Compensation Plan, which generally operates in the same manner with respect to deferrals of directors’ receipt of common stock underlying restricted stock units as it does with respect to such deferrals by executives. (3)The amounts shown in this column represent the aggregate grant date fair value of the stock option awards we granted to each non-employee director in 2024, determined in accordance with ASC Topic 718. A discussion of the assumptions used in calculating grant date fair values may be found in Notes 1 and 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. In May 2024, we granted to each non-management director stock options to purchase 1,349 shares, which had a grant date fair value per share of $63.33. These options will vest one year after the date of grant. As of December 31, 2024, the number of shares underlying the vested and unvested options held by the current directors listed in the table were: Ms. Duncan: 15,704; Ms. Haggerty: 12,259; Mr. Heinmiller: 8,659; Dr. Klasko: 13,545; Mr. Krakauer: 9,637; Ms. Patil: 4,362; Mr. Randle: 10,871; and Dr. Ryu 3,501.
Compensation Objectives
| Type of Compensation | Objectives Addressed | | Salary | Competitive Compensation | | Annual Bonus | Performance Incentives | | | Competitive Compensation | | Equity Incentive Compensation | Stakeholder Incentives | | | Performance Incentives | | | Competitive Compensation | | | Retention Incentives |
Key Compensation Practices and Policies
| What we do | What we don’t do | | • Practice pay-for-performance, under which a significant percentage of our named executive officer compensation is at-risk and subject to achievement of corporate and individual performance goals •Set challenging incentive plan goals • Maintain an industry-specific peer group for benchmarking compensation • Target named executive officer compensation to be within a competitive range of the median of companies referenced in the comparative data reviewed by the Compensation Committee • Require our senior executives to satisfy meaningful stock ownership guidelines to strengthen the alignment with our stockholders’ interests •Maintain a clawback policy that provides for us to recover annual and long-term performance-based compensation in accordance with the NYSE’s listing standards • Hold an advisory vote on executive compensation on an annual basis to provide our stockholders with an opportunity to give feedback on our executive compensation program •Maintain an independent Compensation Committee • Consult with an independent compensation advisor on compensation levels and practices | •The Compensation Committee’s independent consultant performs no other work for the Company • We do not guarantee annual bonus or guarantee salary increases • No excise tax gross-ups for any change in control payments •Executives are prohibited from hedging or pledging our stock •Re-pricing of stock options is prohibited without stockholder approval |
Role of Compensation Committee, Chief Executive Officer and Compensation Consultant
Role of Compensation Committee, Chief Executive Officer and Compensation Consultant The Compensation Committee of the Board is responsible for the oversight of our executive compensation program. In 2024, the Compensation Committee generally made all decisions concerning compensation awarded to the named executive officers other than Mr. Kelly. Determinations concerning Mr. Kelly’s compensation were made by the independent members of the Board. In making these compensation decisions, both the Compensation Committee and the independent members of the Board were assisted by the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc., which we refer to as “FW Cook.” FW Cook was engaged directly by the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to NYSE rules and concluded that the work of FW Cook has not raised any conflict of interest in connection with its service as an independent consultant to the Compensation Committee. Mr. Kelly, with the assistance of our human resources department and FW Cook, provided statistical data to the Compensation Committee to assist it in determining appropriate compensation levels for our executives. He also provided the Compensation Committee with recommendations as to components of the compensation of our executives. Mr. Kelly did not make recommendations as to his own compensation. While the Compensation Committee utilized this information and considered Mr. Kelly’s observations regarding other executive officers, the ultimate determinations regarding compensation for our executive officers, other than Mr. Kelly, were made by the Compensation Committee. The Compensation Committee also provided recommendations regarding Mr. Kelly’s compensation, subject to approval by the independent members of the Board.
Determination of Compensation
Determination of Compensation In making its compensation determinations and recommendations for 2024, the Compensation Committee considered materials regarding executive compensation provided by FW Cook. Specifically, with respect to Mr. Kelly, the Compensation Committee reviewed a report provided by FW Cook that analyzed the compensation of Mr. Kelly in comparison to compensation provided to chief executive officers serving in similar capacities for companies within our designated peer group. Generally, in selecting a peer group company, we use the following selection criteria: •Operations and Scale – We seek companies that have one-third to three times our market capitalization and revenues. •Business Characteristics –The peer group company should: •be publicly traded in the United States and included in the Health Care Equipment & Supplies Industry Group within the Global Industry Classification Standard (GICS); •be similar to us in terms of business complexity and labor markets and serve as a potential source of executive talent; and •maintain a business model similar to ours. •Prevalence as a Peer – We give preference to companies already in the peer group, companies named as a peer by four or more of our already designated peers, companies that name us as a peer and companies that a major proxy advisory firm includes in our peer group for purposes of its analysis of our executive compensation. The peer group that we utilized for 2024 was the same as the peer group we utilized for 2023, which was selected by the Compensation Committee following consideration of a report by FW Cook in late 2022, that included recommendations regarding the composition of the peer group. Not every company in the peer group meets all the peer group selection criteria. Nevertheless, we believe that each of the companies selected represents a reasonable peer from the standpoint of size and business attributes. The peer group for 2024 included the following companies (sometimes referred to below as the “Executive Compensation Peer Group”):
Determination of Compensation
In addition to reviewing information from the peer group, the Compensation Committee reviews broader market surveys that cover a wider group of relevant companies to supplement the peer group perspective. In reviewing the survey data, the Compensation Committee considered only the aggregated data provided by the surveys and did not review or consider the identity of the individual companies comprising the survey data. Therefore, the Compensation Committee does not consider the identity of the companies comprising the survey data to be material information in this context. The peer group data and the survey data described above were the Compensation Committee’s primary sources of comparative data that it used in making compensation determinations. We generally seek to position target total direct compensation of our executives within a competitive range of the median of companies referenced in the comparative data reviewed by the Compensation Committee. However, this range is intended to serve only as a guideline in setting and adjusting our compensation programs, and we may make adjustments to take into consideration other factors, such as importance of an executive’s role to Teleflex, experience, performance, skill set, anticipated difficulty in replacing an executive, and internal pay parity. Therefore, our executives’ target compensation may be more or less than the competitive range in any given year.
Annual Executive Incentive Compensation
Annual Executive Incentive Compensation General Under our annual incentive program, we provide meaningful cash incentive opportunities that are principally based upon the achievement of corporate financial performance objectives. As a result, a significant amount of an executive’s total cash compensation is subject to the achievement of these objectives. In 2024, 90 percent of the target award opportunity for each of our executive officers was based on corporate financial performance measures, with the remaining ten percent of each executive officer’s target award opportunity based on individual performance. We continue to believe that emphasizing financial performance encourages a unified commitment by our executives to performance that we believe can enhance stockholder value. 2024 Award Components The Compensation Committee determined to use the same corporate financial performance measures in 2024 as it used in 2023 for all executives. The weighting assigned to the corporate financial performance measures for all executives also was unchanged from that used in 2023. In addition to the adjustments pertaining to specific financial performance measures described below, our annual incentive program allows for adjustments, which are referred to below as the “general adjustments,” to be made with respect to each of the financial performance measures. The general adjustments principally include adjustments to address events with respect to business acquisitions and divestitures not contemplated in our annual operating plan. Specifically, the general adjustments relating to acquisitions and divestitures provide as follows: •To address the effect on each of the financial performance measures resulting from acquisitions and divestitures of assets or entities that were not anticipated in our annual operating plan, the target amount for each financial performance measure will be adjusted to reflect forecasted performance of such acquired or divested assets or entities. •To address costs and expenses related to acquisitions and divestitures to the extent that such costs and expenses were not contemplated by our annual operating plan, the actual results for each financial performance measure will be adjusted to eliminate the effect of such costs and expenses. These adjustments are intended to reduce the possibility that participants unduly benefit or suffer as a result of meaningful increases or decreases in actual results due to acquisition and divestiture activities not contemplated by our annual operating plan. We do not make adjustments for acquisitions of distributors of our products effected as part of our ongoing “distributor to direct” sales conversion strategy, pursuant to which we seek to convert sales of our products through third party distributors to direct sales or, where the acquired distributor was a master distributor that sold our products through sub-distributors, to enable us to directly administer product distribution through the existing sub-distributors or new sub-distributors, since the principal focus of those acquisitions was to achieve the goals of the sales conversion strategy rather than to expand our operations through the acquisition of new businesses or products. No adjustments were made with respect to acquisitions or divestitures in 2024. The performance measures under our 2024 annual incentive program for our named executive officers are set forth immediately below. All of these targets were established early in 2024. •Forty percent of the target award was based on the amount of our “corporate revenue,” which is defined as our consolidated revenues, adjusted to eliminate the effect of foreign currency exchange rate fluctuations. In addition, corporate revenue was adjusted to eliminate the impact of an increase in our reserves, and corresponding reduction to revenue within our EMEA segment, for prior years related to a payback measure implemented by the Italian government, which we refer to as the "Italian payback measure." We use corporate revenue as a performance measure because we believe that our success going forward will, to a meaningful extent, be dependent on our ability to generate sales growth. We eliminated the effect of foreign currency exchange rate fluctuations from this measure because we wanted to focus on the growth of our ongoing business exclusive of giving effect to such fluctuations, which are outside the control of management. We also eliminated the impact of the Italian payback measure with respect to prior years because we do not believe such amounts represent normal adjustments to revenue, are not expected to recur in future periods and are not recurring in nature, making it difficult to contribute to a meaningful evaluation of our operating performance. •Thirty-five percent of the target award was based on the amount of our “EPS,” which is defined as our consolidated earnings per share, adjusted to eliminate the following, net of any tax effect: •restructuring and other special charges; •intangible amortization expense; •the impact of costs incurred as a result of the requirement, under the EU Medical Device Regulation (“MDR”), that medical devices previously registered under the EU Medical Device Directive be re-registered, but only to the extent that such costs are among adjustments resulting in non-GAAP financial measures included in our public disclosures; •the impact of our repurchases, if any, of our common stock; •gains or losses with respect to investments in non-core, non-controlled affiliates made by us prior to 2012; •gains or losses on sales of businesses and assets to the extent not included in our annual operating plan; •any debt refinancing or other transactions affecting our capital structure, to the extent not otherwise contemplated by our annual business plan; •the impact of increases or decreases in the liabilities associated with our contingent consideration payment obligations related to completed acquisitions; •amortization of the cost of representations and warranties insurance purchased in connection with acquisitions; •the impact of GAAP-mandated decreases in sales and related cost of goods sold as a result of our repurchase of inventory from a distributor in connection with our “distributor to direct” sales conversion strategy, as well as decreases in cost of goods sold required under GAAP as such repurchased inventory subsequently is sold; •the impact of the Italian payback measure relating to prior years; •the impact of settling, partially settling or otherwise concluding any tax audits or the filing of amended tax returns with respect to prior years, including any changes to reserves related to uncertain tax positions (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Section 740-10-25, “Income Taxes – Overall – Recognition”), net of any costs of settlement or other conclusion of such matters), but not including normal return to accrual adjustments booked in the ordinary course; •tax benefits or detriments resulting from the application of any newly enacted tax legislation to the extent it results in recognition of discrete and identifiable items in tax expense, calculated in accordance with GAAP, retroactively or in the current year; and •discrete and identifiable impacts on tax expense under GAAP arising from internal reorganizations required due to changes in tax laws, regulations or enforcement actions of worldwide tax administration during the period of any such reorganization, to the extent not otherwise contemplated by our annual operating plan.
Annual Executive Incentive Compensation
As used with respect to adjustments for restructuring and other special charges, the term “special charges” includes restructuring related charges incurred in connection with any restructuring plan approved by our Board or, if such charges were not incurred in connection with a Board approved restructuring plan, to the extent adjustments relating to such charges have been approved by the Compensation Committee. Special charges also include charges incurred in connection with the acquisitions, integrations, legal entity restructurings and divestitures, as well as in connection with certain software upgrades, but only to the extent that such charges are among adjustments resulting in non-GAAP financial measures included in our public disclosures; inventory step-up charges related to acquisitions; and certain one-time, extraordinary charges. We use EPS as a performance measure because we believe that it provides a good indication of management’s overall performance with respect to our enterprise. We also believe that EPS is a key metric affecting share price and, therefore, stockholder value. We made the further adjustments to EPS described above because we do not believe these items reflect the performance of our executives. •Fifteen percent of the target award was based on “cash flow,” which is defined as cash flow from operations, adjusted to eliminate the effect of: •cash expended in connection with any debt financing or other transaction affecting our capital structure, to the extent not otherwise contemplated by our annual operating plan; •tax payments resulting from a gain on the sale of divested assets; •payments made (or refunds received) in connection with the settlement of tax audits or the filing of amended tax returns with respect to any prior tax years; •payments made to fund our defined benefit pension plans; •reductions in tax payments related to the retroactive application to any prior year of any newly enacted tax legislation; •restructuring or restructuring related payments not contemplated in our annual operating plan in connection with any Board approved restructuring plan or, if such payments were not made in connection with a Board approved restructuring plan, to the extent adjustments relating to any other restructuring plan adopted during the year have been approved by the Compensation Committee; •payments made or received in connection with litigation settlements to the extent not otherwise contemplated by our annual operating plan; •contingent consideration payments related to acquisitions, to the extent not contemplated in our annual operating plan; and •payments associated with the maturity of our cross-currency swaps. We use cash flow as a performance measure because we believe it is an important indicator of our ability to service indebtedness, make capital expenditures and provide flexibility regarding the pursuit of other operating initiatives. We made the further adjustments to cash flow described above because the adjusted payments or refunds, if not excluded, would impair the utility of the performance measure as a reflection of management’s overall performance in 2024. •Ten percent of the target award was based principally on satisfaction of individual performance objectives that were established in the early part of the year. For 2024, the individual performance objectives established for Mr. Kelly principally included goals related to achievement of certain objectives related to our strategic plans, execution on organizational initiatives and implementation of certain management development initiatives. The individual performance objectives established for our other named executive officers included objectives related to their respective functions. We include individual performance as a performance measure to focus our executives on their individual performance and our corporate performance outside of the context of specified financial performance measures. Mr. Kelly’s satisfaction of his individual performance objectives was evaluated by our independent directors following a recommendation by the Compensation Committee. The Compensation Committee determined the amount of the award to be allocated to each of the other named executive officers with respect to their performance after considering Mr. Kelly’s recommendations. With respect to each of the financial performance measures generally, an executive’s incentive award could range from a minimum of 25 percent for threshold performance to a maximum of 200 percent of the target award, depending on the degree of variation from the target amount of the performance measure. There is no award with respect to a performance measure if performance is below the threshold level. In addition, the Compensation Committee may, in its discretion, reduce or eliminate awards payable to the named executive officers with respect to each financial performance measure. With respect to the 2024 award ranges, upon taking into consideration our historical performance and expected market dynamics and growth rates, the Compensation Committee established targets to incentivize achievement of business objectives and stretch goals. In this regard, the Compensation Committee referenced a group of companies consisting of industry peers, which we refer to as the “Performance Peer Group.” The Performance Peer Group differs from the Executive Compensation Peer Group described above in that it consists of companies whose businesses, irrespective of size differences, are more like ours than some of the companies in the Executive Compensation Peer Group. While we believe the Executive Compensation Peer Group is better suited as a reference for total compensation due to the more relatively similar size of the constituent companies to ours, we believe the Performance Peer Group provides a better frame of reference for establishing our relative performance with respect to the markets in which we operate. The Performance Peer Group for 2024, which was unchanged from that used in 2023, consisted of the following companies:
Annual Executive Incentive Compensation
_______________________ *Mr. Winters’ cash compensation is payable in euros. We determined the dollar amount of his target award opportunity set forth in the table above by converting his salary to U.S. dollars using the exchange rate in effect as of December 31, 2024 of 1.04156 dollars per euro. The actual award payments to our named executive officers in respect of the financial and operational performance metrics under the terms of our 2024 annual incentive program are reflected in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table. The actual award payments in respect of the individual performance component under our 2024 annual incentive program are reflected in the “Bonus” column of the Summary Compensation Table.
Equity Incentive Compensation
Equity Incentive Compensation Our equity incentive compensation program is designed to promote achievement of corporate goals, encourage the growth of stockholder value, enable participation in our long-term growth and profitability and serve as an incentive for continued employment. In addition, the value of our equity compensation is designed to reflect the contribution of each executive officer to our company’s business strategy, the executive’s individual performance and other factors. In setting the value of our equity incentive compensation for executives, we generally considered the extent to which the equity incentive compensation value would enable the target total direct compensation paid to our executives to be within a competitive range of the median of companies referenced in the comparative data. In this regard, we increased the total target equity compensation opportunity for Messrs. Logue and Winters to more closely approximate median compensation referenced in the comparative data. The following table shows the total target equity incentive compensation opportunity approved for each of our named executive officers for 2024:
Equity Incentive Compensation
| Name | Total Target Equity Incentive Compensation Opportunity | | Liam J. Kelly | $6,700,000 | | Thomas E. Powell | $2,343,250 | | Jay K. White | $1,339,000 | | Daniel V. Logue | $1,300,000 | | James P. Winters* | $1,300,000 |
Equity Incentive Compensation
______________________ *Mr. Winters’ equity incentive compensation opportunity reflects the equity incentive compensation opportunity after his June 2024 increase. See "Executive Compensation Overview – Increased Compensation of James Winters." Components of the Equity Incentive Compensation Program In 2024, our equity incentive compensation opportunity consisted of grants of stock options, restricted stock units and performance stock units, allocated in the same proportions as in 2023. We allocated 55 percent of the total target equity incentive compensation opportunity to stock options because we continue to believe that stock price appreciation should be the principal determinant of the economic return received by our executives from equity compensation, and absent such appreciation, stock options would have no value. As such, we consider stock options to be performance-based compensation that provides a strong alignment between return to stockholders and the compensation of executives. These options vest in equal annual increments on the first three anniversaries of the effective date of grant. We allocated 25 percent of the total equity incentive compensation opportunity to restricted stock units, which we granted to provide incentives to our executives to continue as employees of our company and increase stockholder value. As with other restricted stock units granted prior to January 1, 2025, these units vest on the third anniversary of the date of grant; any restricted stock units that we grant after January 1, 2025, will generally vest in equal annual increments on the first four anniversaries of the effective date of grant. Finally, we allocated 20 percent of the total equity incentive compensation opportunity to performance stock units, or “PSUs.” To the extent that they vest, these PSUs vest on the third anniversary of the date of grant. We granted performance stock units to increase management’s focus on longer-term, profitable growth opportunities, including both internal growth and growth through acquisitions, while maintaining stockholder value. In addition, we believe the performance criteria for vesting of the performance stock units, which are described below, appropriately condition superior pay on superior performance, consistent with our objective to create a compensation structure that in large part is based on achievement of performance goals. Finally, we believe that the potential adjustment of the number of vested units based on changes in our stock price relative to a specified peer group, as described below, adds a useful competitive element and directly aligns our executives’ incentives with long-term stockholder returns. Stock Option Awards In accordance with the equity award allocation described above, we granted stock options to our named executive officers in 2024 that represented 55 percent of their respective total equity incentive compensation opportunities. Using a Black-Scholes methodology, we valued the stock options granted in February 2024 at $70.93 per underlying share. As a result of these computations, the named executive officers received stock options for the respective numbers of underlying shares set forth below:
Equity Incentive Compensation
| Name | Number of Shares Underlying Options | | Liam J. Kelly | 48,094 | | Thomas E. Powell | 16,821 | | Jay K. White | 9,612 | | Daniel V. Logue | 9,332 | | James P. Winters | 7,896 |
Equity Incentive Compensation
In addition, in connection with his June 2024 increase, we granted an additional stock option to Mr. Winters to purchase 1,676 shares of our common stock. Using a Black-Scholes methodology, we valued these stock options granted in June 2024 at $63.41 per underlying share. In contrast to the valuation we use to determine the number of shares underlying stock options that we grant to the named executive officers, the dollar amounts for option awards included in the “Option Awards” column of the Summary Compensation Table generally reflects the aggregate grant date fair value of each named executive officer’s award, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation,” which we refer to below as “ASC Topic 718.” See note 4 to the Summary Compensation Table for further information. For additional information regarding terms of stock options granted to the named executive officers, see the footnotes accompanying the Grants of Plan-Based Awards table. Restricted Stock Units In February 2024, we granted restricted stock units to our named executive officers that represented 25 percent of their respective total target equity incentive compensation opportunities. Upon vesting, a restricted stock unit is converted into one share of our common stock. We valued the restricted stock units granted in February 2024 at $222.21 per unit. This value was determined based upon the 30-day trailing average closing price of our common stock prior to the date of grant, discounted by the present value of estimated future dividends to be declared on our common stock during the applicable vesting period, as the holders of restricted stock units do not have dividend rights. As a result of these computations, the named executive officers received restricted stock units for the respective numbers of shares set forth below:
Equity Incentive Compensation
| Name | Number of Restricted Stock Units | | Liam J. Kelly | 6,858 | | Thomas E. Powell | 2,398 | | Jay K. White | 1,371 | | Daniel V. Logue | 1,331 | | James P. Winters | 1,126 |
Equity Incentive Compensation
In addition, in connection with his June 2024 increase, we granted an additional 243 restricted stock units to Mr. Winters. We valued these restricted stock units granted in June 2024 at $198.29 per unit In contrast to the valuation we use to determine the number of restricted stock units awarded to the named executive officers, the dollar amounts for restricted stock units included in the Summary Compensation Table, which constitute a portion of the amount included in the “Stock Awards” column of the Summary Compensation Table, generally reflect the aggregate grant date fair value of each named executive officer’s award, determined in accordance with ASC Topic 718. See note 3 to the Summary Compensation Table for further information. For additional information regarding restricted stock unit terms, see the footnotes accompanying the Grants of Plan-Based Awards table. Performance Stock Units Our performance stock units are designed to focus our executives’ efforts on specific long-term goals. The performance stock unit grants made in 2024 followed the structure used for the 2023 grants. Additional information regarding the financial measures utilized in connection with the performance stock units granted in 2024 to participating executive officers is set forth below: •Sixty percent of the performance stock unit target award opportunity is based on “constant currency revenue growth,” which is calculated based on the attainment of the constant currency revenue growth performance goal for each year during the Performance Period. “Constant currency revenue growth” means the change in our consolidated net revenues, expressed as a percentage, during a calendar year (the “Comparison Year”), as compared to the previous year (the “Base Year”), adjusted to eliminate the impact of foreign currency exchange rate fluctuations from year to year, as well as the impact of any changes in accounting rules or in their application, or in applicable laws, to the extent not contemplated as part of our longer term business plan. If, during the Performance Period, we acquire another entity or all or substantially all of the assets of another entity (an “Acquired Business,” which does not include a distributor that we acquire as part of our “distributor to direct” sales strategy), constant currency revenue growth for the year in which such acquisition occurs will be calculated on a pro forma basis to include the actual results of the Acquired Business for (a) any interim period prior to the acquisition date for the year in which the acquisition occurs and (b) the year preceding the year in which the acquisition occurs. Similarly, if we divest any of our businesses (a “Divested Business”) during the Performance Period, constant currency revenue growth for the year in which such divestiture occurs will be calculated on a pro forma basis to exclude the actual results of the Divested Business for (a) any interim period prior to the divestiture date for the year in which the divestiture occurs and (b) the year preceding the year in which the divestiture occurs. We use constant currency revenue growth as a performance measure because we believe that our success going forward will, to a meaningful extent, be dependent on our ability to generate sales growth over the long term. Moreover, by providing for the inclusion in the computation of constant currency revenue growth of Acquired Businesses and exclusion of Divested Businesses (including pro forma inclusion or exclusion for designated pre-acquisition or pre-disposition periods), we seek to focus management on the achievement of effective year-over-year “core” growth throughout the Performance Period. We eliminated the effect of foreign currency exchange rate fluctuations from this measure because we wanted to focus on the growth of our ongoing business exclusive of giving effect to such fluctuations, which are outside the control of management. As initially granted, the number of stock units underlying a performance stock award is equal to the target number of performance stock units, and 60 percent of the target number of performance stock units granted to an executive are subject to adjustment based on our performance with respect to the constant currency revenue growth financial measure. The actual number of performance stock units ultimately underlying a performance stock award, before giving effect to the RTSR Modifier, could range from a minimum of 25 percent of the target number of performance stock units for threshold performance to a maximum of 200 percent of the target number of performance stock units, depending on the degree of variation from the target percentage of the constant currency revenue growth financial measure; no performance stock units will be available for vesting if performance is below the threshold level. •Forty percent of the performance stock unit target award opportunity is based on EPS Growth, which is calculated based on the attainment of the adjusted diluted earnings per share growth performance goal for each year during the Performance Period. “Adjusted EPS” is our adjusted diluted earnings per share, as reported in our earnings press releases. EPS growth will be further adjusted to reflect the impact of any changes in accounting rules or in their application, or in applicable laws, to the extent not contemplated as part of our longer-term business plan. If we acquire an Acquired Business during the Performance Period, adjusted EPS growth for the year in which such acquisition occurs will be calculated on a pro forma basis to include the actual results of the Acquired Business and interest expense related to the purchase price for the Acquired Business for (a) any interim period prior to the acquisition date for the year in which the acquisition occurs and (b) the year preceding the year in which the acquisition occurs. In addition, if we make any contingent consideration payment during the Performance Period with respect to the Acquired Business that is acquired during the Performance Period, adjusted EPS growth for the year in which such contingent consideration payment is made will be calculated on a pro forma basis to include interest expense related to the contingent consideration payment for both the year in which the payment is made and the preceding year. If we divest a Divested Business during the Performance Period, adjusted EPS growth for the year in which such divestiture occurs will be calculated on a pro forma basis to exclude the actual results of the Divested Business and include interest savings related to the proceeds from divestiture of the Divested Business for (a) any interim period prior to the divestiture date for the year in which the divestiture occurs and (b) the year preceding the year in which the divesture occurs. In addition, if we receive a contingent consideration payment during the Performance Period with respect to a Divested Business that is divested during the Performance Period, adjusted EPS growth for the year in which such contingent consideration payment is made will be calculated on a pro forma basis to include interest savings related to the contingent consideration payment for both the year in which the payment is made and the preceding year.
Equity Incentive Compensation
We use adjusted EPS growth as a performance measure because we believe that it provides a good indication of management’s long-term overall performance with respect to our enterprise, including the results of businesses acquired during the Performance Period, without giving effect to results of businesses that we no longer own. We based the financial measure on our adjusted EPS, as reported in our earnings press releases, because we believe it is a key financial measure used by investors, and by including it as a financial measure for the performance stock units, we can better focus on encouraging performance that addresses investors’ long-term expectations. As is the case with the constant currency revenue growth financial measure, we provide for the inclusion of Acquired Businesses and the exclusion of Divested Businesses to focus on management’s achievement of “core growth,” for which the results of Divested Businesses are not relevant. We adjust for interest expense and interest savings, with respect to contingent consideration payments or receipts related to Acquired Businesses and Divested Businesses, respectively, because they offset variations in year over year results that otherwise may result from the timing of contingent consideration payments. As is the case with respect to the constant currency revenue growth financial measure, the minimum award with respect to the adjusted EPS growth metric is 25 percent of the target number of performance stock units for threshold performance to a maximum of 200 percent of the target number of performance stock units, depending on the degree of variation from the target percentage of the adjusted EPS growth financial measure (before application of the RTSR Modifier); no performance stock units will be available for vesting if performance is below the threshold level. Information with respect to performance targets for the constant currency revenue growth and adjusted EPS growth financial measures during the pendency of the Performance Period is not considered material to an understanding of our compensation arrangements and is not addressed in this proxy statement because it represents confidential business or financial information that we do not otherwise disclose to the public. Disclosing the information could cause significant competitive harm to Teleflex. We believe that the performance target for these financial measures was set at an appropriate level to be challenging, but sufficiently realistic to motivate the performance of our senior management. Information with respect to the minimum, target and maximum award opportunities, and the actual number of shares awarded with respect to each financial measure, will be disclosed in our proxy statement for the annual meeting in the year following conclusion of the Performance Period. After the number of performance stock units underlying a performance stock unit award is determined as set forth above, the number of performance stock units underlying a performance stock award is subject to an adjustment, referred to below as the “RTSR Modifier.” The RTSR Modifier is based on our total stockholder return relative to the total stockholder return of 28 companies, all of which are within the same GICS industry group (Health Care Equipment & Supplies) as Teleflex. These companies, collectively referred to as the “RTSR Peer Group,” are set forth below (as described below, it is possible that, based on subsequent events, we may adjust a company's results or remove it from the RTSR Peer Group):
Equity Incentive Compensation
| •Abbott Laboratories | • IDEXX Laboratories, Inc. | | •ABIOMED, Inc. | • Integra Lifesciences Holding Corporation | | •Align Technology, Inc. | • Intuitive Surgical, Inc. | | • Baxter International Inc. | • LivaNova PLC | | • Becton, Dickinson and Company | • Masimo Corporation | | •Boston Scientific Corporation | • Medtronic plc | | •The Cooper Companies, Inc. | • NuVasive, Inc. | | •DENTSPLY SIRONA Inc. | • Penumbra, Inc. | | • DexCom, Inc. | •ResMed Inc. | | • Edwards Lifesciences Corporation | •STERIS plc | | • Envista Holdings Corporation | •Stryker Corporation | | • Globus Medical, Inc. | •Tandem Diabetes Care, Inc. | | •Hologic, Inc. | • Zimmer Biomet Holdings, Inc. | | • ICU Medical, Inc. | |
Equity Incentive Compensation
The RTSR Modifier will be applied based on the extent to which our rate of return reflecting stock price appreciation of our common stock from January 1, 2024 to December 31, 2026 exceeds/trails the rate of return reflecting stock price appreciation of the common stock (or equivalent security) of each of the RTSR Peer Group companies during the same period. For the purposes of this calculation, the price of our common stock and the stock price of the companies in the RTSR Peer Group will be based upon the average of the stock price on the principal stock exchange on which the stock is traded for the 20 trading days immediately preceding the first and last day of the Performance Period. Based upon the percentage of RTSR Peer Group companies whose total stockholder return is exceeded by our total stockholder return during the three-year Performance Period (the “RTSR Ranking”), the number of performance stock units that would vest solely as a result of financial measure performance will be modified as follows:
Equity Incentive Compensation
| Teleflex RTSR Ranking | Percentage Modification of PSUs Underlying a PSU Award | | < 25% 25% to 40% > 40% to 60% > 60% to 75% > 75% | - 25% - 25% to 0%* 0% 0% to 25%* 25% |
Equity Incentive Compensation
______________ * Amounts within the indicated ranges will be determined using linear interpolation. The RTSR Peer Group will be subject to the following adjustments: •If a RTSR Peer Group company files for bankruptcy and/or liquidation or is operating under bankruptcy protection (each of which is referred to below as a “bankruptcy event”), it will be deemed to have a total stockholder return during the Performance Period of minus 100%. •If a RTSR Peer Group company is acquired and is no longer existing as a public company whose stock is traded on its primary stock exchange (other than due to a bankruptcy event), it will be removed from the RTSR Peer Group. A RTSR Peer Group company will continue to be included in the RTSR Peer Group so long as its shares remain publicly traded. If, as a result of a reorganization of a RTSR Peer Group member, an entity is a successor to all or substantially all of the primary business of the RTSR Peer Group member, that entity will be deemed to be a Peer Group member, subject to the adjustments described above. No companies will be added to the RTSR Peer Group during the Performance Period. We included the RTSR Modifier with respect to the calculation of the number of shares, if any, to be provided upon vesting of the performance stock units because we wanted the ultimate number of shares underlying the performance stock units to be based in part on the performance of our common stock, thereby directly aligning management incentives with long-term stockholder returns. We based the RTSR Modifier on return relative to other companies to reduce the impact of changes in general market conditions that are outside of management’s control. Such changes could have a meaningful impact if we measured the total stockholder return of our common stock on an absolute basis (i.e., without reference to the total stockholder return of other companies). In addition, we selected the RTSR Peer Group to avoid penalizing or rewarding management with respect to industry-wide conditions generally affecting the members of the RTSR Peer Group. Our February 2024 grant of performance stock units to the named executive officers was based upon 20 percent of their respective target total equity incentive compensation opportunity. Each performance stock unit is converted into one share of our common stock upon vesting. For purposes of determining the number of performance stock units granted to each named executive officer, we valued the performance stock units at $221.51 per unit. This value was determined using a Monte Carlo valuation model, which simulates a range of possible future stock prices for Teleflex and the companies in the RTSR Peer Group, considering the probable outcome with respect to performance conditions over the Performance Period to determine value related to the RTSR Modifier. However, in contrast to the valuation used to determine the number of performance stock units to be granted to each named executive officer, the dollar amounts for performance stock units included in the Summary Compensation Table, which constitute a portion of the amount included in the “Stock Awards” column of the Summary Compensation Table, generally reflect the aggregate grant date fair value of each named executive officer’s award, determined in accordance with ASC Topic 718. See Note 3 to the Summary Compensation Table for additional information. The number of performance stock units underlying a performance stock award initially were determined based on the target award, without giving effect to the RTSR Modifier. However, as described above, the number of performance stock units, if any, that ultimately will underlie a performance stock unit award (and be converted upon vesting into our common stock, on a one share per performance stock unit basis) will be adjusted based on our actual performance with respect to the two financial measures and the application of the RTSR Modifier. The named executive officers received the respective numbers of performance stock units, based on target performance and without giving effect to the RTSR Modifier, set forth in the table below:
Equity Incentive Compensation
| Name | Target Number of PSUs | | Liam J. Kelly | 5,509 | | Thomas E. Powell | 1,927 | | Jay K. White | 1,101 | | Daniel V. Logue | 1,069 | | James P. Winters | 904 |
Equity Incentive Compensation
In addition, in connection with his June 2024 increase, we granted an additional 195 performance stock units to Mr. Winters. We valued these performance stock units granted in June 2024 at $198.05 per unit
Our Equity Grant Practices
Our Equity Grant Practices Stock options, restricted stock units and performance stock units granted under our equity incentive compensation program are granted in the first quarter of each year, effective on the third business day after we announce our financial results for the preceding year. While our Compensation Committee has the authority to make grants on other dates as conditions warrant, we do not make any such off-cycle equity grants to any of our executive officers when in possession of, or in anticipation of the release of, material non-public information. Our stock options have an exercise price equal to the closing price of our common stock on the effective date of grant and generally vest in equal annual increments on the first three anniversaries of the effective date of grant. Restricted stock units granted prior to January 1, 2025, generally vest on the third anniversary of the date of grant, and restricted stock units granted after January 1, 2025, generally vest in equal annual increments on the first four anniversaries of the effective date of grant. To the extent that they vest, the performance stock units granted in 2024 to our named executive officers vest on the third anniversary of the date of grant. We believe that these vesting terms provide our executives with a meaningful incentive for continued employment. The Board has delegated to Mr. Kelly, as the sole member of the Non-Executive Equity Awards Committee, the authority to grant equity awards to employees who are not executive officers and who do not otherwise report to the Chief Executive Officer. These equity awards, which are made on a case-by-case basis, may be granted only in connection with commencement of employment, promotions to positions eligible to receive equity awards or recognition of performance for employees eligible to receive equity awards under guidelines approved by the Compensation Committee. We do not take material non-public information into account in making these grants to non-executives; however, because they are made based on the events described above, and are processed on a periodic basis, it is possible that in some cases they could be made at a time when we do possess, or anticipate the release of, such information.
Executive Severance Arrangements
Executive Severance Arrangements The severance agreements we have entered into with each of Messrs. Kelly, Powell, White and Logue provide payments and other benefits to the named executive officer if we terminate his employment for any reason other than death, disability or “cause” (as defined in the severance agreements) or if he terminates employment for “good reason” (as defined in the severance agreements), except in circumstances covered by the change in control agreements described below. The severance compensation for each executive officer consists of continued payment of the executive’s base salary during a “severance compensation period” (as defined in the severance agreements) following termination of 24 months for each of Messrs. Kelly and Powell, and nine to 12 months for each of Messrs. White and Logue, based on the length of his service. Under these agreements, in the event the executive is terminated before the last day, but after the completion of at least six months, of a performance period, the executive also may receive payment of a pro-rated amount of the annual incentive award the executive would have been entitled to receive for the year in which his employment terminated (the “pro-rated payment”); for this purpose, target performance will be assumed with respect to any individual performance component. The agreements also provide the executive with continued health, life and accident insurance for up to the full severance compensation period, as well as certain additional benefits. Mr. Winters, an Irish national, is subject to a contract of employment with us that reflects Irish compensation practices. Under the contract, we generally are required to provide him with six months prior notice of termination of his employment (the “notice period”), and we may choose to relieve him of his employee duties during the notice period while continuing to provide salary and contractual benefits to him. Our severance agreement with Mr. Winters provides that, under circumstances similar to those specified in the other named executive officers’ severance agreements, we will continue to provide him base salary during a “severance compensation period” of nine to 12 months; however, unlike the provisions of the other named executive officers’ severance agreements, his severance compensation period is reduced by the term of the notice period. If applicable, Mr. Winters also is eligible to receive a pro-rated payment of his annual incentive award for a performance period if he receives his notice of termination before the last day but after completion of at least six months of the performance period; for this purpose, target performance will be assumed with respect to any individual performance component. Mr. Winters’ severance agreement also provides for continued health, life and accident insurance for up to the full severance compensation period, as well as certain additional benefits. We believe that these severance arrangements provide a competitive benefit that enhances our ability to retain capable executive officers. See “Potential Payments Upon Termination or Change in Control” below for additional information regarding the terms of the severance agreements.
Change in Control Arrangements
Change in Control Arrangements We have change in control agreements with each of the named executive officers, which provide for payments and other benefits to the executive if we terminate the executive’s employment for any reason other than disability or “cause” (as defined in the change in control agreements), or if the executive terminates employment for “good reason” (as defined in the change in control agreements), in each case within two years following a change in control. Such payments include, among other things, payment of the executive’s base salary for a specified period (three years for Mr. Kelly, two years for Mr. Powell, and 18 months for Messrs. White, Logue and Winters) following termination (or, in the case of Mr. Winters, following the issuance of a notice of termination, subject to reduction if he receives certain benefits under his contract of employment or under Irish law). In addition, such payments include specified multiples (generally, three times for Mr. Kelly, two times for Mr. Powell, and 1.5 times for Messrs. White, Logue and Winters) of the target bonus that would be payable under any company cash bonus plan in the year following termination (in the case of Mr. Winters, the target bonus that would be payable in the year following the year in which his notice of termination is given). The agreements also provide for a pro-rated target bonus for the portion of the ongoing performance period under a company cash bonus plan that elapsed prior to the executive’s termination (or, in the case of Mr. Winters, prior to the date his notice of termination is given). The agreements also provide to the executive continued health insurance for up to the period described above during which base salary will continue to be paid. For a more detailed discussion of the change in control agreements, including a listing of additional payments and other benefits under the agreements, see “Potential Payments Upon Termination or Change in Control,” below. We do not provide tax “gross-ups” in connection with our change of control arrangements. We entered into the change in control arrangements so that our executives can focus their attention and energies on our business during periods of uncertainty that may occur due to a potential change in control. In addition, we want our executives to support a corporate transaction involving a change in control that is in the best interests of our stockholders, even though the transaction may have an effect on the executive’s continued employment with us. We believe these arrangements provide an important incentive for our executives to remain with us.
Retirement Benefits
Retirement Benefits We provide certain retirement benefits to our executive officers that also are offered to our other employees. In addition, we maintain certain supplemental plans for our executives that are intended to promote tax efficiency and replace the benefit opportunities lost due to regulatory limits on broad-based tax-qualified plans. Deferred Compensation Plan We maintain a Deferred Compensation Plan, which is a non-qualified plan under which U.S.-based executives may defer specified amounts of their salary and compensation under the annual incentive compensation program. Salary deferral elections are made annually by eligible executives in respect of salary amounts to be earned in the following year. Deferral elections with regard to a cash incentive award are made by executives no later than six months prior to the end of the performance period applicable to the award. Participants may direct the investment of deferred amounts into a fixed interest fund or one or more notional funds, including a notional Teleflex stock fund. Executives also may defer receipt of shares upon vesting of restricted stock unit and performance stock unit awards. Each of our named executive officers, other than Mr. Winters, is eligible to participate in the Deferred Compensation Plan. Mr. Winters participates in a different plan, governed by Irish law, under which we provide contributions of 10 to 12 percent of base salary, depending upon the level of his contributions under the plan. In addition, the named executive officers, other than Mr. Winters, are eligible to receive a company matching contribution of up to three percent of their annual cash compensation with respect to amounts they defer into the Deferred Compensation Plan. We also credit each named executive officer’s Deferred Compensation Plan account with an amount equal to a specified percentage of his annual cash compensation (five percent for Messrs. Kelly and Powell and three percent for Messrs. White and Logue), less the maximum matching contribution the participant was eligible to receive under our 401(k) Plan. See the narrative and table under “Nonqualified Deferred Compensation — 2024” for additional information.
CLAWBACK POLICY
CLAWBACK POLICY Effective October 2023, we adopted an Incentive Compensation Clawback Policy that is compliant with the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act and NYSE Rule 303A.14. Pursuant to this policy, and subject to limited exceptions, the Compensation Committee must direct us to recover or cancel all or a portion of any incentive-based compensation awarded to any of our current or former executive officers (defined to include, for this purpose, any current or former chief accounting officer) based wholly or in part upon the achievement of certain financial reporting measures if: •the financial results upon which the award was based were subsequently the subject of an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws; and •a lower award would have been made to the current or former executive officer based upon the restated financial results. The amount of incentive-based compensation that we will seek to recover is the amount received by the current or former executive officer during the three-year period preceding the date on which we are required to prepare an accounting restatement that is in excess of the amount that the current or former executive officer would have received under the accounting restatement. The Compensation Committee shall determine, in its sole discretion, one or more methods for recovering such excess compensation, which may include, without limitation, (a) requiring cash reimbursement, (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards, (c) offsetting amounts from compensation owed by the Company, (d) cancelling outstanding vested or unvested equity awards or (e) taking any other remedial and recovery action permitted by law. Any recoupment under the policy will be in addition to, and will not preclude, any other remedies that may be available to Teleflex.
SUMMARY COMPENSATION TABLE – 2024
SUMMARY COMPENSATION TABLE – 2024 The following table sets forth compensation information with respect to the persons who served as our Chief Executive Officer and Chief Financial Officer, and with respect to each of our three other most highly compensated executive officers during 2024, determined in accordance with SEC regulations. These individuals are referred to in this proxy statement as the “named executive officers.”
SUMMARY COMPENSATION TABLE – 2024
| Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Option Awards (4) | Non-Equity Incentive Plan Compensation (5) | Change in Non-qualified Deferred Compensation Earnings (6) | All Other Compensation (7) | Total | | Liam J. Kelly Chairman, President and Chief Executive Officer | 2024 | $1,106,950 | $138,369 | $2,744,215 | $3,411,307 | $1,445,344 | — | $358,212 | $9,204,397 | | | 2023 | $1,060,150 | $132,519 | $2,835,227 | $3,575,961 | $1,128,102 | — | $307,988 | $9,039,947 | | | 2022 | $1,023,077 | $127,885 | $2,683,159 | $3,502,779 | $539,826 | — | $313,735 | $8,190,461 | | Thomas E. Powell Executive Vice President and Chief Financial Officer | 2024 | $659,475 | $49,461 | $959,709 | $1,193,114 | $516,646 | — | $181,930 | $3,560,335 | | | 2023 | $631,210 | $56,809 | $992,557 | $1,251,556 | $403,001 | $1,080 | $196,990 | $3,533,203 | | | 2022 | $609,120 | $45,684 | $972,869 | $1,269,727 | $192,841 | $744 | $190,181 | $3,281,166 | | Jay K. White Corporate Vice President and President, Global Commercial | 2024 | $626,800 | $39,489 | $548,532 | $681,779 | $458,311 | — | $82,254 | $2,437,165 | | | 2023 | $607,250 | $42,508 | $567,139 | $715,207 | $361,856 | $271 | $77,406 | $2,371,637 | | | 2022 | $584,577 | $36,828 | $559,006 | $729,734 | $172,733 | $139 | $72,725 | $2,155,742 | | James P. Winters(8) Corporate Vice President, Manufacturing and Supply Chain | 2024 | $428,167 | $33,568 | $537,258 | $666,338 | $313,073 | — | $72,082 | $2,050,486 | | | 2023 | $404,368 | $33,967 | $383,897 | $484,124 | $240,960 | — | $70,127 | $1,617,443 | | | 2022 | $371,617 | $28,615 | $357,460 | $467,001 | $119,482 | — | $64,878 | $1,409,053 | | Daniel V. Logue Corporate Vice President, General Counsel and Secretary | 2024 | $435,675 | $30,497 | $532,556 | $661,919 | $318,562 | — | $57,202 | $2,036,411 | | | 2023 | $403,125 | $28,219 | $479,819 | $605,193 | $240,219 | $140 | $48,711 | $1,805,426 |
SUMMARY COMPENSATION TABLE – 2024
_________________________ (1)The amounts shown in this column reflect the actual amount of base salary paid to the named executive officers. The amount of salary actually received in any year may differ from the named executive officer’s annual base salary amount due to the number of payroll periods in the year and the timing of changes in base salary. Messrs. Kelly, Powell, White and Logue deferred $88,556, $131,895, $125,360 and $13,070, respectively, of their 2024 salary into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2024” for additional information. (2)The amounts shown in this column represent the amounts we paid each of the named executive officers in respect of the achievement of individual performance objectives under our 2024 annual incentive program. See the section entitled “Annual Executive Incentive Compensation” under “Compensation Discussion and Analysis – 2024 Compensation,” for additional information regarding the annual incentive awards. Messrs. Kelly, Powell, White and Logue deferred $13,837, $49,461, $3,949 and $3,050, respectively, of their awards into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2024” for additional information. (3)The amounts shown in this column include the aggregate grant date fair value of the restricted stock units and performance stock units we granted to each of the named executive officers in 2024, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation - Stock Compensation” (“ASC Topic 718”). A discussion of the assumptions used in calculating these values is included in Notes 1 and 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. See “Grants of Plan-Based Awards – 2024” for additional information. The grant date fair value of the performance stock units granted to the named executive officers, without application of the RTSR Modifier and assuming (i) the target level of performance will be achieved and (ii) the maximum payout level of performance will be achieved, determined in accordance with ASC Topic 718, is set forth in the table below.
SUMMARY COMPENSATION TABLE – 2024
| Name | Grant Date Fair Value at Target Payout ($) | Grant Date Fair Value at Maximum Payout ($) | | Liam J. Kelly | $1,220,299 | $3,050,857 | | Thomas E. Powell | $426,850 | $1,067,235 | | Jay White | $243,883 | $609,817 | | James P. Winters | $238,865 | $597,261 | | Daniel V. Logue | $236,794 | $592,096 |
SUMMARY COMPENSATION TABLE – 2024
(4)The amounts shown in this column represent the aggregate grant date fair value of the stock options we granted to each of the named executive officers in 2024, determined in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values is included in Notes 1 and 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. See “Grants of Plan-Based Awards – 2024” for additional information. (5)The amounts shown in this column represent the amounts we paid to each of the named executive officers in respect of the achievement of financial and operational performance metrics under our 2024 annual incentive program. See the section entitled “Annual Executive Incentive Compensation” under “Compensation Discussion and Analysis – 2024 Compensation,” for additional information regarding the annual incentive awards. Messrs. Kelly, Powell, White and Logue deferred $144,534, $516,646, $45,831 and $31,856, respectively, of their awards into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2024” for additional information. (6)The amounts shown in this column with respect to Messrs. Powell, White and Logue reflect above-market interest earned in the indicated year in respect of deferred compensation under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2024” for additional information. (7)The amounts shown in this column consist of the components set forth in the table below, which include the matching contributions we made with respect to each named executive officer’s defined contribution retirement plan account, the dollar value of life insurance premiums that we paid for the benefit of each named executive officer and perquisites provided to each named executive officer. With respect to Messrs. Kelly, Powell, White and Logue, the amounts shown in this column also include the non-elective and matching contributions we made with respect to their deferred compensation accounts under our Deferred Compensation Plan. The amounts set forth below with respect to the costs we incurred to provide the named executive officers with a company automobile are based on the amount of our automobile allowance. The amount set forth below with respect to the costs we incurred to provide Messrs. Kelly and Powell with personal use of the company aircraft is calculated based upon our actual incremental cost to operate the aircraft, including the cost of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar and parking costs and other variable costs.
SUMMARY COMPENSATION TABLE – 2024
| Name | Defined Contribution Plan Company Contributions | Deferred Compensation Plan Company Contributions | Life Insurance Premiums | Perquisites(a) | | Mr. Kelly | $18,900 | $138,166 | $5,760 | $195,386 | | Mr. Powell | $18,900 | $71,989 | $3,798 | $87,243 | | Mr. White | $18,900 | $40,613 | $3,612 | $19,130 | | Mr. Winters | $51,380 | — | $1,035 | $19,667 | | Mr. Logue | $18,900 | $24,667 | $2,511 | $11,124 |
SUMMARY COMPENSATION TABLE – 2024
_________________________ (a)The amounts shown in this column include the following benefits: (i) for Mr. Kelly, $175,238 in incremental costs we incurred to provide him with personal use of our aircraft, an automobile allowance of $17,074, $2,134 in costs we incurred in connection with financial planning services and lesser amounts in respect of a de minimis attendee gift provided to him in connection with a corporate retreat for senior managers; (ii) for Mr. Powell, $72,226 in incremental costs we incurred to provide him with personal use of our aircraft, an automobile allowance of $14,078 and lesser amounts in respect of a de minimis gift provided to senior managers; (iii) for Mr. White, an automobile allowance of $10,200, $8,000 in costs we incurred in connection with financial planning services and lesser amounts in respect of a de minimis gift provided to senior managers; (iv) for Mr. Winters, an automobile allowance of $18,748 and lesser amounts in respect of a de minimis gift provided to senior managers; and (v) for Mr. Logue, an automobile allowance of $10,200 and lesser amounts in respect of a de minimis gift provided to senior managers. (8)We pay Mr. Winters’ cash compensation in euros. The amounts reported for him in the “Salary,” “Bonus,” “Non-Equity Incentive Plan Compensation” and the “All Other Compensation” columns (with respect to amounts included in that column other than amounts in the “Stock Awards” and “Option Awards” column) were converted to U.S. dollars using the exchange rate in effect as of December 31 of the year presented. The exchange rate used for 2024 was 1.04156 dollars per euro.
GRANTS OF PLAN-BASED AWARDS – 2024
GRANTS OF PLAN-BASED AWARDS – 2024 The following table sets forth information regarding our grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2024.
GRANTS OF PLAN-BASED AWARDS – 2024
| Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | All Other Option Awards: Number of Securities Underlying Options(4) | Exercise or Base Price of Option Awards(5) | Grant Date Fair Value of Stock and Option Awards(6) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | L. Kelly | 2/20/2024 | 2/20/2024 | $345,922 | $1,383,687 | $2,767,374 | – | – | – | – | – | – | – | | | 2/27/2024 | 2/20/2024 | – | – | – | – | – | – | – | 48,094 | $226.04 | $3,411,307 | | | 2/27/2024 | 2/20/2024 | – | – | – | – | – | – | 6,858 | – | – | $1,523,916 | | | 2/27/2024 | 2/20/2024 | – | – | – | 55 | 5,509 | 13,773 | – | – | – | $1,220,299 | | T. Powell | 2/19/2024 | 2/19/2024 | $123,652 | $494,606 | $989,212 | – | – | – | – | – | – | – | | | 2/27/2024 | 2/19/2024 | – | – | – | – | – | – | – | 16,821 | $226.04 | $1,193,114 | | | 2/27/2024 | 2/19/2024 | – | – | – | – | – | – | 2,398 | – | – | $532,860 | | | 2/27/2024 | 2/19/2024 | – | – | – | 19 | 1,927 | 4,818 | – | – | – | $426,850 | | J. White | 2/19/2024 | 2/19/2024 | $109,690 | $438,760 | $877,520 | – | – | – | – | – | – | – | | | 2/27/2024 | 2/19/2024 | – | – | – | – | – | – | – | 9,612 | $226.04 | $681,779 | | | 2/27/2024 | 2/19/2024 | – | – | – | – | – | – | 1,371 | – | – | $304,650 | | | 2/27/2024 | 2/19/2024 | – | – | – | 11 | 1,101 | 2,753 | – | – | – | $243,883 | | J. Winters | 2/19/2024 | 2/19/2024 | $74,929 | $299,717 | $599,434 | – | – | – | – | – | – | – | | | 2/27/2024 | 2/19/2024 | – | – | – | – | – | – | – | 7,896 | $226.04 | $560,063 | | | 2/27/2024 | 2/19/2024 | – | – | – | – | – | – | 1,126 | – | – | $250,208 | | | 2/27/2024 | 2/19/2024 | – | – | – | 9 | 904 | 2,260 | – | – | – | $200,245 | | | 6/18/2024 | 5/3/2024 | – | – | – | – | – | – | – | 1,676 | $202.09 | $106,275 | | | 6/18/2024 | 5/3/2024 | – | – | – | – | – | – | 243 | – | – | $48,184 | | | 6/18/2024 | 5/3/2024 | – | – | – | 2 | 195 | 488 | – | – | – | $38,620 | | D. Logue | 2/19/2024 | 2/19/2024 | $76,243 | $304,973 | $609,945 | – | – | – | – | – | – | – | | | 2/27/2024 | 2/19/2024 | – | – | – | – | – | – | – | 9,332 | $226.04 | $661,919 | | | 2/27/2024 | 2/19/2024 | – | – | – | – | – | – | 1,331 | – | – | $295,762 | | | 2/27/2024 | 2/19/2024 | – | – | – | 11 | 1,069 | 2,673 | – | – | – | $236,794 |
GRANTS OF PLAN-BASED AWARDS – 2024
________________________ (1)Represents the threshold, target and maximum payments the named executive officer was eligible to receive based upon achievement of the performance measures under our 2024 annual incentive program. The amounts we actually paid to each named executive officer under the program are reported in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. See the section entitled “Annual Executive Incentive Compensation” under “Compensation Discussion and Analysis – 2024 Compensation,” for additional information regarding the annual incentive awards. (2)Represents the threshold, target and maximum number of shares the named executive officer is eligible to receive based upon achievement of the performance measures with respect to performance stock units granted to each named executive officer under our 2023 Stock Incentive Plan. See the section entitled “Equity Incentive Compensation – Performance Stock Units” under “Compensation Discussion and Analysis – 2024 Compensation” for additional information regarding the performance stock units. The threshold amount assumes the maximum reduction in PSUs underlying the PSU award after application of the RTSR Modifier, and the maximum amount assumes the maximum increase in PSUs underlying the PSU award after application of the RTSR Modifier. (3)The amounts shown in this column reflect the number of shares of our common stock underlying restricted stock units granted to each named executive officer under our 2023 Stock Incentive Plan. All of the restricted stock units granted to the named executive officers will vest on the third anniversary of the grant date. Upon vesting, the restricted stock units are settled by the delivery to a named executive officer of shares of our common stock on the basis of one share of common stock for each restricted stock unit held by the named executive officer, unless the named executive offer elects to defer receipt of the shares. See the section entitled “Equity Incentive Compensation” under “Compensation Discussion and Analysis – 2024 Compensation,” for additional information regarding the restricted stock units. (4)The amounts shown in this column reflect the number of shares of our common stock underlying options we granted to each named executive officer under our 2023 Stock Incentive Plan. The options vest in three equal annual installments beginning on the first anniversary of the grant date. See the section entitled “Equity Incentive Compensation” under “Compensation Discussion and Analysis – 2024 Compensation,” for additional information regarding the stock option awards. (5)Stock options awarded under our 2023 Stock Incentive Plan have an exercise price equal to the closing market price of our common stock on the effective date of grant. (6)The amounts shown in this column represent the aggregate grant date fair value of the restricted stock units, performance stock units and option awards granted in 2024, determined in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values is included in Notes 1 and 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024 The following table sets forth information with respect to the outstanding stock options, unvested restricted stock units and unvested performance stock units held by each named executive officer on December 31, 2024.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) | | | | Exercisable | Unexercisable(1) | | | | | | | | L. Kelly | 2/27/2024 | – | – | – | – | – | – | 5,509 | $980,492 | | | 2/27/2024 | – | – | – | – | 6,858 | $1,220,587 | – | – | | | 2/27/2024 | – | 48,094 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 5,150 | $916,597 | | | 2/28/2023 | – | – | – | – | 6,733 | $1,198,339 | – | – | | | 2/28/2023 | 15,634 | 31,270 | $238.23 | 2/28/2033 | – | – | – | – | | | 5/25/2022 | – | – | – | – | – | – | 3,701 | $658,704 | | | 5/25/2022 | – | – | – | – | +1,464 | $260,563 | – | – | | | 3/1/2022 | – | – | – | – | 4,766 | $848,253 | – | – | | | 3/1/2022 | 26,042 | 13,021 | $333.24 | 3/1/2032 | – | – | – | – | | | 3/2/2021 | 28,902 | – | $403.78 | 3/2/2031 | – | – | – | – | | | 2/25/2020 | 31,371 | – | $348.11 | 2/25/2030 | – | – | – | – | | | 2/26/2019 | 35,273 | – | $288.38 | 2/26/2029 | – | – | – | – | | | 2/27/2018 | 34,676 | – | $253.72 | 2/27/2028 | – | – | – | – | | | 2/28/2017 | 29,163 | – | $191.18 | 2/28/2027 | – | – | – | – | | | 5/3/2016 | 3,366 | – | $157.46 | 5/3/2026 | – | – | – | – | | | 3/1/2016 | 33,211 | – | $144.79 | 3/1/2026 | – | – | – | – | | | 5/5/2015 | 7,380 | – | $123.04 | 5/5/2025 | – | – | – | – | | | 2/25/2015 | 29,084 | – | $121.00 | 2/25/2025 | – | – | – | – | | T. Powell | 2/27/2024 | – | – | – | – | – | – | 1,927 | $342,967 | | | 2/27/2024 | – | – | – | – | 2,398 | $426,796 | – | – | | | 2/27/2024 | – | 16,821 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 1,803 | $320,898 | | | 2/28/2023 | – | – | – | – | 2,357 | $419,499 | – | – | | | 2/28/2023 | 5,472 | 10,944 | $238.23 | 2/28/2033 | – | – | – | – | | | 5/25/2022 | – | – | – | – | – | – | 1,342 | $238,849 | | | 5/25/2022 | – | – | – | – | +531 | $94,507 | – | – | | | 3/1/2022 | – | – | – | – | 1,728 | $307,549 | – | – | | | 3/1/2022 | 9,440 | 4,720 | $333.24 | 3/1/2032 | – | – | – | – | | | 3/2/2021 | 10,399 | – | $403.78 | 3/2/2031 | – | – | – | – | | | 2/25/2020 | 12,992 | – | $348.11 | 2/25/2030 | – | – | – | – | | | 2/26/2019 | 16,574 | – | $288.38 | 2/26/2029 | – | – | – | – | | | 2/27/2018 | 15,660 | – | $253.72 | 2/27/2028 | – | – | – | – | | | 2/28/2017 | 21,872 | – | $191.18 | 2/28/2027 | – | – | – | – |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) | | | | Exercisable | Unexercisable(1) | | | | | | | | | 3/1/2016 | 31,882 | – | $144.79 | 3/1/2026 | – | – | – | – | | J. White | 2/27/2024 | – | – | – | – | – | – | 1,101 | $195,956 | | | 2/27/2024 | – | – | – | – | 1,371 | $244,011 | – | – | | | 2/27/2024 | – | 9,612 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 1,030 | $183,319 | | | 2/28/2023 | – | – | – | – | 1,347 | $239,739 | – | – | | | 2/28/2023 | 3,127 | 6,254 | $238.23 | 2/28/2033 | – | – | – | – | | | 5/25/2022 | – | – | – | – | – | – | 771 | $137,223 | | | 5/25/2022 | – | – | – | – | +305 | $54,284 | – | – | | | 3/1/2022 | – | – | – | – | 993 | $176,734 | – | – | | | 3/1/2022 | 5,425 | 2,713 | $333.24 | 3/1/2032 | – | – | – | – | | | 3/2/2021 | 3,896 | – | $403.78 | 3/2/2031 | – | – | – | – | | | 2/25/2020 | 4,010 | – | $348.11 | 2/25/2030 | – | – | – | – | | | 2/26/2019 | 3,676 | – | $288.38 | 2/26/2029 | – | – | – | – | | | 2/27/2018 | 3,356 | – | $253.72 | 2/27/2028 | – | – | – | – | | | 2/28/2017 | 5,468 | – | $191.18 | 2/28/2027 | – | – | – | – | | | 3/1/2016 | 4,428 | – | $144.79 | 3/1/2026 | – | – | – | – | | J. Winters | 6/18/2024 | – | – | – | – | – | – | 195 | $34,706 | | | 6/18/2024 | – | – | – | – | 243 | $43,249 | – | – | | | 6/18/2024 | – | 1,676 | $202.09 | 6/18/2034 | – | – | – | – | | | 2/27/2024 | – | – | – | – | – | – | 904 | $160,894 | | | 2/27/2024 | – | – | – | – | 1,126 | $200,405 | – | – | | | 2/27/2024 | – | 7,896 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 697 | $124,052 | | | 2/28/2023 | – | – | – | – | 912 | $162,318 | – | – | | | 2/28/2023 | 2,116 | 4,234 | $238.23 | 2/28/2033 | – | – | – | – | | | 5/25/2022 | – | – | – | – | – | – | 493 | $87,744 | | | 5/25/2022 | – | – | – | – | +195 | $34,706 | – | – | | | 3/1/2022 | – | – | – | – | 635 | $113,017 | – | – | | | 3/1/2022 | 3,472 | 1,736 | $333.24 | 3/1/2032 | – | – | – | – | | | 3/2/2021 | 3,016 | – | $403.78 | 3/2/2031 | – | – | – | – | | | 2/25/2020 | 3,234 | – | $348.11 | 2/25/2030 | – | – | – | – | | | 2/26/2019 | 3,214 | – | $288.38 | 2/26/2029 | – | – | – | – | | | 4/23/2018 | 1,729 | – | $271.70 | 4/23/2028 | – | – | – | – | | D. Logue | 2/27/2024 | – | – | – | – | – | – | 1,069 | $190,261 | | | 2/27/2024 | – | – | – | – | 1,331 | $236,891 | – | – | | | 2/27/2024 | – | 9,332 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 872 | $155,199 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) | | | | Exercisable | Unexercisable(1) | | | | | | | | | 2/28/2023 | – | – | – | – | 1,139 | $202,719 | – | – | | | 2/28/2023 | 2,646 | 5,292 | $238.23 | 2/28/2033 | – | – | – | – | | | 5/25/2022 | – | – | – | – | – | – | 432 | $76,887 | | | 5/25/2022 | – | – | – | – | +171 | $30,435 | – | – | | | 3/1/2022 | – | – | – | – | 556 | $98,957 | – | – | | | 3/1/2022 | 3,038 | 1,519 | $333.24 | 3/1/2032 | – | – | – | – | | | 3/2/2021 | 2,513 | – | $403.78 | 3/2/2031 | – | – | – | – | | | 2/25/2020 | 1,180 | – | $348.11 | 2/25/2030 | – | – | – | – | | | 2/26/2019 | 1,551 | – | $288.38 | 2/26/2029 | – | – | – | – | | | 2/27/2018 | 843 | – | $253.72 | 2/27/2028 | – | – | – | – | | | 2/28/2017 | 1,276 | – | $191.18 | 2/28/2027 | – | – | – | – | | | 3/1/2016 | 1,574 | – | $144.79 | 3/1/2026 | – | – | – | – | | | 2/25/2015 | 1,620 | – | $121.00 | 2/25/2025 | – | – | – | – |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024
_____________________________________ (1)All stock options vest in three equal annual increments beginning on the first anniversary of the date of grant. (2)Except as described below, these amounts represent outstanding restricted stock units, which fully vest on the third anniversary of the grant date. Those entries designated by “+” represent performance stock unit awards granted on May 25, 2022, which vested on March 1, 2025. In February 2025, our Compensation Committee determined that our performance for the three-year period ended December 31, 2024, as modified by application of our RTSR Modifier, resulted in the achievement of approximately 39.5% of the target amount relating to such awards; as such, the number of shares earned constitutes that percentage of the original award, as modified by application of the RTSR modifier. (3)The amounts set forth in this column represent the market value of the unvested restricted stock units and performance stock units held by the named executive officer based on a market price of $177.98 per share, which was the closing price of our common stock as reported by the New York Stock Exchange on December 31, 2024, the last trading day of 2024. (4)Subject to the actual level of performance achieved, performance stock units granted in 2023 and 2024 will vest on the third anniversary of the grant date. (5)Assumes that target performance is achieved with respect to the performance stock units, without application of the RTSR Modifier. If maximum performance is achieved (including the maximum increase in performance stock units after application of the RTSR Modifier), the number of shares (and market value of such shares) to be issued following vesting of performance stock units is as follows:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024
| | 2024 Performance Stock Units | | 2023 Performance Stock Units | | | Name | Maximum Number of Shares Issuable | Market Value of Maximum Issuable Shares | Maximum Number of Shares Issuable | Market Value of Maximum Issuable Shares | | L. Kelly | 13,773 | $2,451,319 | 12,875 | $2,291,493 | | T. Powell | 4,818 | $857,508 | 4,508 | $802,334 | | J. White | 2,753 | $489,979 | 2,575 | $458,299 | | J. Winters | 2,748 | $489,089 | 1,743 | $310,219 | | D. Logue | 2,673 | $475,741 | 2,180 | $387,996 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024
The market value of the unvested performance stock units is calculated based on a market price of $177.98 per share, which was the closing price of our common stock as reported by the New York Stock Exchange on December 31, 2024, the last trading day of 2024.
OPTION EXERCISES AND STOCK VESTED – 2024
OPTION EXERCISES AND STOCK VESTED – 2024 The following table sets forth information regarding the number of shares acquired on the exercise of stock options and upon the vesting of restricted stock units held by the named executive officers during the fiscal year ended December 31, 2024.
OPTION EXERCISES AND STOCK VESTED – 2024
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(3) | | Liam J. Kelly | – | – | 5,550 | $1,237,650 | | Thomas E. Powell | – | – | 1,997 | $445,331 | | Jay K. White | – | – | 749 | $167,027 | | James P. Winters | – | – | 579 | $129,117 | | Daniel V. Logue | 1,525 | $193,248 | 483 | $107,709 |
OPTION EXERCISES AND STOCK VESTED – 2024
_________________________ (1)The value realized is equal to the difference between the market price per share of the shares acquired on the date of exercise (the closing price per share of our common stock, as reported by the New York Stock Exchange, on the date of exercise) and the exercise price, multiplied by the number of shares underlying the options. (2)The amounts shown in this column reflect the number of shares of our common stock underlying restricted stock unit and performance stock unit awards that vested in 2024. Mr. Kelly deferred 1,109 of these shares into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2024” for additional information. (3)The value realized is equal to the market price per share on the vesting date (the closing price per share of our common stock, as reported by the New York Stock Exchange, on the vesting date) multiplied by the number of restricted stock units and performance stock units that vested; the restricted stock units and performance stock unity were settled upon vesting by the delivery to the named executive of shares of our common stock on the basis of one share for each restricted stock unit and performance stock unit held.
NONQUALIFIED DEFERRED COMPENSATION — 2024
NONQUALIFIED DEFERRED COMPENSATION — 2024 We maintain our Deferred Compensation Plan, under which executives, including certain of the named executive officers, may defer up to 100 percent of their cash compensation (salary and annual incentive awards). Participants also may defer receipt of shares of our common stock underlying restricted stock units and performance stock units. Salary and stock deferral elections are made by eligible executives in December of each year in respect of salary to be earned and restricted stock unit and performance stock unit awards to be granted in the following year. With respect to deferral elections for annual incentive awards, the election must be made no later than six months prior to the end of the performance period applicable to such award. Participants in our Deferred Compensation Plan may direct the investment of deferred cash amounts into a fixed interest fund or one or more notional funds, and the value of the participants’ investments will increase or decrease based on the applicable fixed income rate or performance of the underlying securities. Stock deferrals are invested in the Teleflex stock fund. In addition, we provide a matching contribution to certain executives’ accounts with respect to cash amounts deferred by those executives into the Deferred Compensation Plan, generally up to an amount equal to three percent of the participant’s annual cash compensation. A participant will become vested in our matching contributions once the participant has completed two years of service or, if earlier, upon reaching age 65, or upon death or total disability. We also provide non-elective contributions to executives’ accounts in an amount equal to a specified percentage (five percent with respect to Messrs. Kelly and Powell and three percent with respect to all other executives eligible to receive non-elective contributions, including Messrs. White and Logue) of the participant’s annual cash compensation, less the maximum matching contribution the participant is eligible to receive under our 401(k) Plan. A participant will become vested in the additional contribution once the participant has completed five years of service or, if earlier, upon reaching age 65, death or total disability. The following table shows the notional funds available under the Deferred Compensation Plan and their respective annual rate of return for the calendar year ended December 31, 2024. Account balances in the Teleflex stock fund must remain in that fund and cannot be transferred to any other investment option. Additionally, distributions of balances invested in the Teleflex stock fund are made in the form of shares of Teleflex stock; distributions from other funds are payable in cash.
NONQUALIFIED DEFERRED COMPENSATION — 2024
| Fund Name | Rate of Return | | Vanguard Federal Money Market Investor Fund | 5.23% | | Teleflex Fixed Rate Fund | 5.77% | | Vanguard Total Bond Market Index Fund Admiral Shares | 1.24% | | Metropolitan West Total Return Bond Fund Plan Class | 1.12% | | Vanguard Inflation-Protected Securities Fund Admiral Shares | 1.86% | | Vanguard Lifestrategy Income Fund Investor Shares | 4.66% | | Vanguard Lifestrategy Conservative Growth Fund Investor Shares | 7.54% | | Vanguard Lifestrategy Moderate Growth Fund Investor Shares | 10.31% | | Vanguard Wellington Fund Admiral Shares | 14.86% | | Vanguard Lifestrategy Growth Fund Investor Shares | 13.18% | | Columbia Dividend Income Fund Shares | 15.18% | | Vanguard 500 Index Fund Admiral Shares | 24.97% | | Vanguard Strategic Equity Fund | 17.16% | | Vanguard Mid-Cap Index Fund Admiral Shares | 0.15% | | Touchstone Midcap Fund Class R6 | 8.59% | | JPMorgan Small Cap Equity Fund Class R6 | 0.10% | | Vanguard Small-Cap Index Fund Admiral Shares | 14.23% |
NONQUALIFIED DEFERRED COMPENSATION — 2024
| Fund Name | Rate of Return | | Vanguard Explorer Fund Admiral Shares | 10.37% | | American Funds New Perspective Fund Class R-6 | 0.06% | | Vanguard Total World Stock Index Admiral Shares | 0.16% | | Vanguard Total International Stock Index Fund Admiral Shares | 0.05% | | Vanguard International Growth Fund Admiral Shares | 0.09% | | American Funds New World Fund Class R-6 | 0.17% | | Vanguard Real Estate Index Fund Admiral Shares | 4.92% | | Teleflex Stock Fund | 0.48% | | Vanguard Small-Cap Index Fund Shares | 14.23% | | Fidelity Large Cap Growth Index Fund Shares | 33.26% | | JP Morgan Large Cap Growth Fund Class R6 | 0.34% |
NONQUALIFIED DEFERRED COMPENSATION — 2024
A participant may elect to receive payment of deferred amounts, either in a lump-sum or in annual installments over a period of five or ten years, commencing upon separation from service, on a fixed date following separation from service or on an alternative date selected by the participant. Changes in the time or form of payment may be made in compliance with advance notice requirements under the plan, provided that the commencement of the revised payment schedule must be deferred by at least five years from the original commencement date. The following table sets forth information for the fiscal year ended December 31, 2024 regarding contributions, earnings and balances under our deferred compensation plan for each named executive officer.
NONQUALIFIED DEFERRED COMPENSATION — 2024
| Name | Executive Contributions in Last Fiscal Year(1) | Registrant Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year(3) | Aggregate Balance at Last Fiscal Year-End(4) | | Liam J. Kelly | $461,925 | $138,166 | $151,485 | $4,902,122 | | Thomas E. Powell | $580,624 | $71,989 | $142,723 | $2,813,122 | | Jay K. White | $165,796 | $40,613 | $123,768 | $1,140,577 | | James P. Winters | – | – | – | – | | Daniel V. Logue | $39,914 | $24,667 | $22,679 | $233,922 |
NONQUALIFIED DEFERRED COMPENSATION — 2024
________________________ (1)The amounts set forth in this column with respect to each of our named executive officers, other than Mr. Kelly, consist of cash compensation amounts deferred by the named executive officer. With respect to Mr. Kelly, the amounts set forth in this column consist of cash compensation amounts and shares issued upon the vesting of restricted stock unit and performance stock unit awards deferred by Mr. Kelly. The value of the restricted stock unit and performance stock unit awards deferred by Mr. Kelly was calculated based on the market price per share on the vesting date (the closing price per share of our common stock, as reported by the New York Stock Exchange, on the vesting date) multiplied by the number of shares underlying the restricted stock unit and performance stock unit awards that vested. The cash compensation amounts reflected in the table are included in the Summary Compensation Table for 2024 in the “Salary” and “Non-Equity Incentive Plan Compensation” columns. (2)The amounts set forth in this column consist of non-elective and matching contributions made to each named executive officer’s account under our Deferred Compensation Plan. Non-elective contributions for 2024 were made to Messrs. Kelly, Powell, White and Logue in the amounts of $101,176, $38,743, $20,596 and $10,791, respectively. Matching contributions for 2024 made to Messrs. Kelly, Powell, White and Logue in the amounts of $36,990, $33,246, $20,017 and $13,876, respectively. The amounts set forth in this column are included in the Summary Compensation Table in the “All Other Compensation” column for 2024. (3)The amounts set forth in this column consist of aggregate interest or other earnings or losses accrued during 2024 for each named executive officer’s account. (4)The following amounts were reported in the Summary Compensation Table in prior years: Mr. Kelly, $905,099 (2015 through 2023); Mr. Powell, $666,676 (2013 through 2023); Mr. White, $115,926 (2021 through 2023); and Mr. Logue, $19,078 (2023).
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL In this section, we describe payments and benefits that would be provided to our named executive officers upon several events of termination, including termination in connection with a change of control, assuming the termination event occurred on December 31, 2024. The information in this section does not include information relating to the following: •distributions under our deferred compensation plan, other than enhanced payments in connection with a change in control (see “Nonqualified Deferred Compensation – 2024” for information regarding this plan); •restricted stock units, performance stock units and shares underlying options that vested prior to the termination event (see the “Outstanding Equity Awards at Fiscal Year-End – 2024” table); •short-term incentive payments that would not be increased due to the termination event; •benefits that would be provided upon death or disability under supplemental life and/or disability insurance policies that we maintain for the benefit of our named executive officers; and •other payments and benefits provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including under our 401(k) plan.
Change-in-Control Arrangements
| Name | Base Salary | Annual Cash Incentive Award Payments(1) | Vesting Of Unvested Equity Awards(2) | Health Benefits(3) | Auto- mobile(4) | Deferred Compen- sation Plan Payments(5) | Executive Out- placement(6) | Total | | L. Kelly | $3,357,600 | $5,780,713 | $5,822,972 | $70,324 | $85,899 | $303,385 | $20,000 | $15,440,893 | | T. Powell | $1,333,800 | $1,566,456 | $2,056,559 | $40,302 | $35,695 | $77,428 | $20,000 | $5,130,240 | | J. White | $947,100 | $1,160,770 | $1,176,982 | $47,314 | – | $30,877 | $20,000 | $3,383,043 | | J. Winters(7) | $682,242 | $824,210 | $926,386 | $13,275 | – | – | $20,000 | $2,466,113 | | D. Logue | $665,100 | $814,629 | $960,914 | $47,585 | – | $16,160 | $20,000 | $2,524,388 |
CEO PAY RATIO
CEO PAY RATIO SEC regulations require that we provide a comparison of the annual total compensation of Liam J. Kelly, our Chief Executive Officer in 2024, to the median of the annual total compensation of our employees other than Mr. Kelly. For purposes of providing the comparison, in accordance with SEC regulations, we identified a “median employee” and compared Mr. Kelly’s annual total compensation to that of the median employee. For 2024, our last completed fiscal year: •Mr. Kelly’s annual total compensation was $9,204,397. •Our median employee’s annual total compensation was $37,551. •The ratio of Mr. Kelly’s annual total compensation to our median employee’s annual total compensation was 245 to 1. SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure and compensation plans, policies and procedures. The methodology that we used to identify the median employee is described below. Annual total compensation is calculated in the same manner as the amount set forth in the “Total” column in the Summary Compensation Table. While, as explained below, the methodology involves several assumptions and adjustments, we believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with applicable SEC regulations. Because other companies may use different methodologies to identify their median employees, the pay ratio set forth above may not be comparable to the pay ratios used by other companies.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table reports the compensation of our principal executive officer (PEO) and the average compensation of the other named executive officers (Non-PEO NEOs) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules. The Compensation Committee does not utilize “compensation actually paid” as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see the “Compensation Discussion and Analysis” section of this proxy statement.
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table (“SCT”) Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average SCT Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3)(4) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Income | Constant Currency Revenue (6) | | 2024 | $9,204,397 | $2,743,208 | $2,521,099 | $1,126,248 | $48.48 | $135.21 | $70,162,000 | $3,073,300,000 | | 2023 | $9,039,947 | $9,264,413 | $2,329,579 | $2,391,116 | $67.48 | $123.08 | $357,572,000 | $2,959,800,000 | | 2022 | $8,190,461 | $5,009,855 | $2,047,296 | $1,419,844 | $67.16 | $112.36 | $363,139,000 | $2,842,500,000 | | 2021 | $8,673,634 | $4,238,150 | $2,074,095 | $1,231,022 | $87.92 | $142.45 | $485,374,000 | $2,811,700,000 | | 2020 | $6,328,349 | $4,827,257 | $1,603,056 | $1,215,470 | $109.75 | $118.81 | $335,324,000 | $2,519,600,000 |
PAY VERSUS PERFORMANCE
________________________ (1) Liam J. Kelly was our principal executive officer in each of 2024, 2023, 2022, 2021 and 2020. (2) The amounts set forth in this column were calculated by making the following adjustments to the amounts set forth in the “Summary Compensation Table (“SCT”) Total for PEO” column:
PAY VERSUS PERFORMANCE
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Deductions for amounts reported under the “Stock Awards” column of the SCT | $2,744,215 | $2,835,227 | $2,683,159 | $2,664,264 | 1,975,833 | | Deductions for amounts reported under the “Option Awards” column of the SCT | $3,411,307 | $3,575,961 | $3,502,779 | $3,000,606 | 2,343,414 | | Increase for fair value of awards granted during year that remain outstanding and unvested as of year end | $4,196,638 | $7,099,876 | $4,247,471 | $4,025,539 | $5,248,152 | | Increase/deduction for change in fair value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | $(3,729,616) | $(172,668) | $(1,568,368) | $(2,366,658) | $(1,025,440) | | Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | $(772,689) | $(291,552) | $326,230 | $(429,495) | $(1,404,556) |
PAY VERSUS PERFORMANCE
(3) Our named executive officers, other than our principal executive officer, for (a) 2024 and 2023 were Thomas E. Powell, Jay. K. White, Daniel V. Logue and James P. Winters; (b) 2022 and 2021 were Thomas E. Powell, Jay K. White, Cameron P. Hicks and James P. Winters; and (c) 2020 were Thomas E. Powell, James J. Leyden, Cameron P. Hicks and James P. Winters. (4) The amounts set forth in this column were calculated by making the following adjustments to the amounts set forth in the “Average SCT Total for Non-PEO NEOs” column:
PAY VERSUS PERFORMANCE
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Deductions for change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation” column of the SCT | — | $(2,348) | — | — | $3,306 | | Deductions for amounts reported under the “Stock Awards” column of the SCT | $644,514 | $605,853 | $556,786 | $481,872 | $412,719 | | Deductions for amounts reported under the “Option Awards” column of the SCT | $800,788 | $764,020 | $726,798 | $542,719 | $489,640 | | Increase for fair value of awards granted during year that remain outstanding and unvested as of year end | $991,675 | $1,517,025 | $881,351 | $728,082 | $1,096,461 | | Increase/deduction for change in fair value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | $(787,603) | $(33,995) | $(289,943) | $(468,507) | $(187,684) | | Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | $(153,621) | $(53,968) | $64,724 | $(78,058) | $(390,698) |
PAY VERSUS PERFORMANCE
(5) The peer group used to determine the total shareholder return values included in this column was the S&P 500 Healthcare Equipment & Supply Index. Total shareholder return (TSR) is cumulative for the measurement periods beginning on December 31, 2019, and ending on the last fiscal day in 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (6) Constant Currency Revenue is the amount of our consolidated revenues for a given year, adjusted to eliminate the effect of foreign currency exchange rate fluctuations for such year. Financial Performance Measures The most important financial performance measures we use to link compensation actually paid to our Named Executives Officers, for the most recently completed fiscal year, to company performance are as follows: •Constant Currency Revenue •Adjusted Earnings Per Share •Adjusted Operating Cash Flow For a discussion regarding the manner in which these financial performance measures are tied to the compensation of our named executive officers, see “2024 Compensation” under the “Compensation Discussion and Analysis” section of this proxy statement. Pay Versus Performance Relationship The following graphs are intended to provide a comparison of the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs over each of the years included in the Pay Versus Performance table above to the metrics set forth in the graphs below. Comparison of Total Shareholder Return Assumes Initial Investment of $100