DEF 14A of Teleflex Inc
Filed Apr 13, 2026 · FY20250000096943-26-000039
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 and 3 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 each of these proposals, 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 Our Board of Directors (the "Board") currently consists of eight members. John C. Heinmiller and Stephen K. Klasko will continue to serve as members of the Board until the conclusion of the Annual Meeting when they will depart from the Board. The Board extends its gratitude to Mr. Heinmiller and Dr. Klasko for their contributions to our company during their tenure on the Board. With the departures of Mr. Heinmiller and Dr. Klasko and assuming the election of Michael J. Tokich, the size of the Board will be set to seven directors in connection with the Annual Meeting. At the Annual Meeting, seven directors will be elected for terms expiring at our annual meeting of stockholders in 2027 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, Andrew A. Krakauer, Neena M. Patil, Stuart A. Randle, Jaewon Ryu, M.D. and Michael J. Tokich for election to the Board. With the exception of Mr. Tokich, 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. Over the course of the past year, Teleflex has made demonstrable progress optimizing its portfolio and positioning the Company for long-term value creation. In July 2025, we completed the acquisition of BIOTRONIK’s Vascular Intervention business, expanding our coronary intervention portfolio and establishing a global footprint in the fast-growing peripheral intervention market. In December 2025, we announced agreements to sell our Acute Care, Interventional Urology and OEM businesses as part of our overall transformation plan, creating a more focused medical technologies leader, positioned to drive growth across its core critical care and high acuity hospital market, with highly complementary businesses in Vascular Access, Interventional and Surgical. The sale transactions, which are on track to close in the second half of 2026, are expected to deliver net proceeds of approximately $1.8 billion after tax. We intend to use these proceeds to fund a $1.0 billion share repurchase and $800 million in debt paydown – and will maintain a disciplined capital allocation framework. Teleflex is also making progress on its strategic priorities, which include driving durable performance and building a clearer financial profile with significant improvements in margins, interest expense and adjusted earnings per share. The Board is focused on successfully completing the divestitures, including the efficient and effective operational separation of the businesses from Teleflex RemainCo, as well as our ongoing CEO search. Our Board will continue to take decisive actions to best position the Company for success and drive enhanced value for shareholders. 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 and independence of our director nominees as of the date of this proxy statement. We believe our 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 director nominees 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, 72, has been a director of Teleflex since 2015 and currently serves as chair of the Audit Committee and a member of the Nominating and Governance 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’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 internal controls. | | Gretchen R. Haggerty | Ms. Haggerty, 70, 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
| Andrew A. Krakauer | Mr. Krakauer, 71, has been a director of Teleflex since 2018 and currently serves as chair 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 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, 51, 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 Corporate Social Responsibility (CSR) programs. | | Stuart A. Randle | Mr. Randle, 66, has been a director of Teleflex since 2009. He became our Interim President and Chief Executive Officer on January 8, 2026. In December 2018, Mr. Randle retired 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’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, 52, 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. | | Michael J. Tokich | Mr. Tokich, 57, is a new director nominee. Since August 2025, Mr. Tokich has served as a Senior Financial Advisor at STERIS plc, a leading global healthcare and life science provider of products and services. Prior to that, Mr. Tokich served as Senior Vice President and Chief Financial Officer of STERIS from March 2008 to August 2025. Mr. Tokich joined STERIS in 2000 and held various senior financial roles prior to his appointment as CFO in 2008. Mr. Tokich is currently a director of Mettler-Toledo International Inc. Mr. Tokich's executive and senior management experience in the healthcare and life sciences industry will enable him to provide a wide range of perspectives on financial and business initiatives. In addition, his extensive experience as a financial executive will render 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 internal controls. |
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 NAMED IN THIS PROXY STATEMENT.
Director Compensation – 2025
Director Compensation – 2025 In 2025, each director who was not a Teleflex employee received compensation for his or her service as a director, which consisted 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 received an additional annual cash retainer, and our Lead Director received an additional annual restricted stock unit award. In addition, upon their first election or appointment to the Board, non-management directors would have been entitled to receive a grant of an option to purchase shares of our common stock. For 2025, the amounts payable under our non-management director compensation program were as follows:
Director Compensation – 2025
| •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 – 2025
In January 2026, our Board approved certain changes to our non-management director compensation program in connection with the appointment of an independent Chair of the Board, which changes became effective as of January 1, 2026. Specifically, our Board replaced the annual Lead Director equity grant with an annual Board Chair cash retainer and approved a monthly stipend payable to the Board Chair until such time as the Company's permanent Chief Executive Officer commences employment. In February 2026, our Board approved additional changes with respect to certain components of its annual compensation, effective immediately after conclusion of the Annual Meeting. Specifically, the Board approved an increase in the annual cash retainer amount, established annual retainer fees for committee members and eliminated Board and committee meeting fees. The Board approved these changes after considering the results of a director compensation review undertaken by its compensation consultant, FW Cook. The amounts payable under our director compensation program, as revised, are as follows:
Director Compensation – 2025
| •Annual Cash Retainer – All Non-Management Directors | $75,000 | | •Additional Annual Cash Retainer – Board Chair | $100,000 | | ◦Board Chair Monthly Stipend (payable until permanent CEO is employed) | $10,000 | | •Additional Annual Cash Retainer – Committee Chairs: | | | ◦Audit Committee Chair | $22,500 | | ◦Compensation Committee Chair | $17,500 | | ◦Nominating and Governance Committee Chair | $14,000 | | •Additional Annual Cash Retainer – Committee Members: | | | ◦Audit Committee | $11,250 | | ◦Compensation Committee | $8,750 | | ◦Nominating and Governance Committee | $7,000 | | •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 |
Director Compensation – 2025
The table below summarizes the compensation paid to non-management directors during the fiscal year ended December 31, 2025.
Director Compensation – 2025
| Name | Fees Earned Or Paid in Cash (1) | Stock Awards (2) | Option Awards (3) | Change in Nonqualified Deferred Compensation Earnings (4) | All Other Compensation | Total | | Candace H. Duncan | $114,500 | $137,050 | $89,997 | – | – | $341,547 | | Gretchen R. Haggerty | $91,000 | $137,050 | $89,997 | – | – | $318,047 | | John C. Heinmiller | $86,000 | $137,050 | $89,997 | – | – | $313,047 | | Stephen K. Klasko | $103,000 | $176,953 | $89,997 | $72 | – | $370,022 | | Andrew A. Krakauer | $91,000 | $137,050 | $89,997 | $35 | – | $318,082 | | Neena M. Patil | $87,000 | $137,050 | $89,997 | – | – | $314,047 | | Stuart A. Randle | $113,500 | $137,050 | $89,997 | – | – | $340,547 | | Jaewon Ryu | $91,000 | $137,050 | $89,997 | – | – | $318,047 |
Director Compensation – 2025
(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 – 2025” 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 2025, 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 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC. In May 2025, we granted to each non-management director 1,051 restricted stock units, and we granted to Dr. Klasko an additional 306 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 $130.40 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 2025, the value of which will be credited to a deferral account under our Deferred Compensation Plan upon vesting. See “Nonqualified Deferred Compensation – 2025” 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 2025, 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 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC. In May 2025, we granted to each non-management director stock options to purchase 2,226 shares, which had a grant date fair value per share of $40.43. These options will vest one year after the date of grant. As of December 31, 2025, the number of shares underlying the vested and unvested options held by the current directors listed in the table were: Ms. Duncan: 13,097; Ms. Haggerty: 14,485; Mr. Heinmiller: 10,885; Dr. Klasko: 13,097; Mr. Krakauer: 11,863; Ms. Patil: 6,588; Mr. Randle: 13,097; and Dr. Ryu 5,727. (4)The amounts shown in this column with respect to Dr. Klasko and Mr. Krakauer reflect above-market interest earned in the indicated year in respect of amounts of deferred compensation held by such person under our Deferred Compensation Plan.
2025 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
2025 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION At our 2025 annual meeting of stockholders, our stockholders approved, on an advisory basis, the compensation paid to our named executive officers, as disclosed under the SEC’s compensation disclosure rules, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the proxy statement for the 2025 annual meeting. The stockholder vote in favor of named executive officer compensation totaled approximately 73.3 percent of all votes cast, including abstentions. Stockholder Engagement In light of the foregoing voting results, in 2025, Company management and the Board prioritized our stockholder engagement efforts. As discussed in further detail under “Corporate Governance—Stockholder Engagement and Board Responsiveness,” in 2025, we affirmatively reached out to our top 10 stockholders representing approximately 65% of our outstanding common stock at the time of the engagement effort. Four investors representing approximately 35% of our outstanding common stock requested a meeting, and we met with each such investor. Based, in part, on our stockholder engagement efforts, we believe that a significant majority of our stockholders continue to support our approach with respect to executive compensation. That said, the stockholders with whom the Company engaged and who provided feedback regarding our executive compensation program suggested that stockholders could benefit from (1) additional clarity regarding the individual performance component under the Company’s annual incentive plan and (2) continued focus by the Compensation Committee on using performance metrics for executive compensation that would drive stockholder value. In response to stockholder feedback obtained from these meetings and throughout the year, among other considerations, the Company both modified its executive compensation program and enhanced its executive compensation disclosure as set forth in further detail below. •Compensation Program Modifications. For the PSU awards granted to our executive officers in 2025, which comprised 20% of their long-term equity incentive compensation, the Compensation Committee determined to tie achievement of such awards to absolute total stockholder return, in part to acknowledge the anticipated impact of our planned separation of our Acute Care, Interventional Urology and OEM businesses and their ultimate disposal, but also to further align the interests of our executive officers with our long-term stockholders during a period of significant transition. •Compensation Disclosure Enhancements. Also as a direct result of our stockholder engagement program and specific feedback received, the Company enhanced its proxy statement disclosure regarding the individual performance component of our annual incentive program, as set forth in further detail under “Compensation Discussion and Analysis—2025 Compensation—Annual Executive Incentive Compensation.” In particular, we have provided additional disclosure discussing the nature of the goals and objectives that underlie this component and detail how such goals and objectives are specific to an individual’s area of responsibility, with objectives that go beyond the financial performance metric components that account for the remaining 90% of the award. We believe these enhancements to our executive compensation strategy and disclosures reflect our commitment to respond to stockholder interest in our executive compensation program, and we intend to continue our stockholder engagement program to ensure we are proactive in incorporating any further material stockholder considerations.
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 salary increases or, except in special circumstance (e.g. during the initial year of an executive's employment), annual bonuses • 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 2025, 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, 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 establishing 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 2025, 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. To assist the Compensation Committee in selecting a peer group, FW Cook provided a report to the Compensation Committee in late 2024 that included recommendations regarding the composition of the peer group, which the Compensation Committee considered in determining the companies to be included in the peer group described above. 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. Based largely on the foregoing criteria, the Compensation Committee added Enovis Corporation, Envista Holdings Corporation, Haemonetics Corporation, Insulet Corporation, Lantheus Holdings, Inc., Masimo Corporation, Merit Medical Systems, Inc. and Zimmer Biomet Holdings, Inc. to the peer group, and removed Integra LifeSciences Holdings Corporation and LivaNova PLC from the peer group. Companies removed from the peer group: Integra LifeSciences Holdings Corporation - Market capitalization was considerably below the selection criteria range. LivaNova PLC – Company was not cited as a peer by a major proxy advisor firm. Companies added to the peer group: The eight companies we added to the peer group met several of our selection criteria, including, in addition to certain similar business characteristics, the following criteria: Revenue – all added companies. Market capitalization – Zimmer Biomet, Insulet, Lantheus Holdings, Masimo, Merit Medical Systems and Haemonetics. Included by a major proxy advisory firm in our peer group for purposes of its analysis of our executive compensation – all added companies. As a result of the changes described above, the peer group for 2025 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.
Retirement of Thomas E. Powell and Appointment of John R. Deren as Executive Vice President and Chief Financial Officer
| •Base salary of $587,000; | | •Annual incentive plan target award equal to 75% of base salary; | | •Long term incentive award opportunity of $1,890,000, provided that the actual amount of the award is subject to approval of our Compensation Committee, in its discretion; | | •Personal benefits, including an automobile allowance, term life insurance coverage equal to three times his base salary (not to exceed $2 million), reimbursement for certain financial planning expenses and an annual executive health assessment; | | •A severance arrangement, under which he will be eligible to receive, among other things, continued payment of base salary for 24 months if the Company terminates his employment for any reason other than death, disability or cause, or if he terminates his employment for “good reason” (collectively, the “Payment Criteria Events”), except in circumstances covered by his change in control arrangement; | | •A revised change in control arrangement under which, if any of the Payment Criteria Events occur within two years following a change in control, he will be eligible to receive, among other things, payment of his base salary for 24 months, and two times the amount of his target bonus under any cash bonus plan payable in the year following termination; | | •Continued participation in the Company’s deferred compensation plan, which includes an annual non-elective Company contribution equal to 5% of his annual cash compensation in excess of the maximum matching contribution under the Company’s 401(k) plan and a matching contribution with respect to cash amounts deferred of up to 3% of his annual cash compensation; and | | •Continued participation in the Company’s 401(k) plan. |
Retirement of Thomas E. Powell and Appointment of John R. Deren as Executive Vice President and Chief Financial Officer
In making its compensation determinations with respect to Mr. Deren’s promotion, the Compensation Committee referenced the peer group data and survey data described above under “Executive Compensation Overview – Determination of Compensation.” In connection with his retirement, we entered into a consulting agreement with Mr. Powell, under which he provided support in connection with the transition of his duties and responsibilities. Under the consulting agreement, which had a term from April 2, 2025 through March 31, 2026, Mr. Powell was entitled to receive an annual fee of $542,644, payable in twelve equal monthly installments. The amount of the fee was based upon the estimated 240 hours of time per year that Mr. Powell was expected to devote to his consulting efforts, at the rate of $2,261 per hour (which was determined by converting Mr. Powell's annual compensation at the time of his retirement to an hourly rate); any additional consulting work by Mr. Powell was paid at the same hourly rate. In addition, Mr. Powell received a 2025 equity grant with a grant date value of $1 million. The size of the award was intended to reflect Mr. Powell's contributions during 2024 and the beginning of 2025, with an appropriate discount to reflect his shorter remaining tenure with us due to his retirement. The equity award consists of stock options, restricted stock units and performance stock units, allocated in the same proportions as are used in the Company’s long-term equity incentive compensation program (55% options, 25% RSUs and 20% PSUs). The awards were to vest on March 31, 2026, provided Mr. Powell continued to provide services under his consulting agreement through such time, and in fact did so vest. The number of shares he will ultimately be entitled to receive under the PSU portion of the grant will be determined based on the same performance criteria established with respect to the 2025-2027 performance period for other recipients of PSUs under the Company’s Equity Incentive Compensation Program, and will be determined at the same time such other recipient’s awards are determined.
Departure of Jay White as Corporate Vice President and President, Global Commercial
Departure of Jay White as Corporate Vice President and President, Global Commercial On April 29, 2025, we notified Jay White that his employment as our Corporate Vice President and President, Global Commercial would terminate on July 1, 2025, as a result of the elimination of his position in connection with the planned separation of our Acute Care, Interventional Urology and OEM businesses. In connection with his departure, Mr. White is entitled to receive the benefits to which he is entitled in the event of a termination without cause pursuant to the terms of his existing severance agreement with us, dated February 25, 2021 (provided that outplacement benefits were paid in a lump sum), contingent upon his execution of a release of claims in favor of us and our affiliates. See “Ongoing and Post-Employment Arrangements – Executive Severance Arrangements” in this Compensation Discussion and Analysis for a description of the post-employment payments and benefits.
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 2025, 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. 2025 Award Components The Compensation Committee determined to use the same corporate financial performance measures in 2025 as it used in 2024 for all executives. The weighting assigned to the corporate financial performance measures for all executives also was unchanged from that used in 2024. 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. General adjustments applied with respect to financial performance measures under our 2025 annual incentive program included adjustments related to an acquisition we completed in 2025. No adjustments were made with respect to divestitures. The performance measures under our 2025 annual incentive program for our named executive officers are set forth immediately below. All of these targets were established early in 2025. •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 a 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, and these amounts 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 align with our Non-GAAP consolidated earnings per share as reported in quarterly earnings releases and filings. Our adjusted consolidated earnings per share for 2025 included adjustments to eliminate the following, net of any tax effect: •restructuring, impairment 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 of our common stock; •expenses related to the planned separation and divestiture of our Acute Care, Interventional Urology and OEM businesses; •direct and incremental costs incurred in connection with our implementation of a new global enterprise resource planning system and related IT transition costs; •the impact of incremental tariffs not contemplated by our operating plan for the year; •foreign currency gains and losses associated with derivative contracts used to hedge the foreign currency exposure related to the purchase price for our acquisition of BIOTRONIK's Vascular Intervention business; •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
Annual Executive Incentive Compensation
•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. 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: •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; •restructuring or restructuring related payments not contemplated in our annual operating plan in connection with any restructuring plan (as contemplated by GAAP), to the extent such payment qualifies as an addback under our policy for non-GAAP financial measures; •payments related to the planned separation and divestiture of our Acute Care, Interventional Urology and OEM businesses; and •payments associated with the incremental tariffs, to the extent not contemplated in our annual operating plan. 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 specified payments, if not excluded, would impair the utility of the performance measure as a reflection of management’s overall performance in 2025. •Ten percent of the target award was based principally on satisfaction of individual performance objectives established for each executive. 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. Achievement of individual performance objectives is generally within each executive officer's control or scope of responsibility and the objectives are intended to be achievable with an appropriate level of effort and effective leadership by the executive. Individual performance objectives are established at the outset of each year by the independent members of our Board with respect to our Chief Executive Officer and by our Chief Executive Officer with respect to each of our other executive officers. At the beginning of the following year, performance against these individual performance objectives is evaluated by the independent members of our Board with respect to the Chief Executive Officer and by our Chief Executive Officer, subject to review and approval by our Compensation Committee, with respect to the other executive officers. For 2025, the individual performance objectives established for Mr. Kelly principally included goals related to achievement of certain objectives related to our strategic initiatives, integration of the Vascular Intervention business we acquired from BIOTRONIK, execution on organizational and quality 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, including product quality and manufacturing goals, controlling costs and other aspects of expense management, functional team development and attainment of other strategic objectives of the Company. 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 the recommendations of our Interim Chief Executive Officer. 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. The Compensation Committee established targets for the 2025 award ranges that were designed to incentivize achievement of business objectives and stretch goals. In this regard, the Compensation Committee took into consideration our historical performance and expected market dynamics and growth rates. Based on the foregoing considerations, the target established for each performance measure, the percentage of target performance that would entitle a participant to a minimum or maximum award with respect to each measure and the amount achieved in respect of each performance measure were as follows (percentages are approximate):
Annual Executive Incentive Compensation
_______________________ * The amounts shown for Mr. Deren under the "Performance Measure as a percentage of Total Target Award Opportunity" column reflect the percentages applied to each Performance Measure upon Mr. Deren's appointment as our Executive Vice President and Chief Financial Officer, which was effective as of April 2, 2025. Prior to that, the percentages applicable to the Corporate Revenue, EPS, Cash Flow and Individual Performance metrics for Mr. Deren were 35%, 30%, 15% and 20%, respectively. The amounts shown for Mr. Deren under the "Actual Award" and "Actual Award as a percentage of Target Award Opportunity for the Performance Measure" columns were calculated on a pro rated basis to reflect the Performance Measure percentages in effect prior to and after his appointment as our Executive Vice President and Chief Financial Officer. ** 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, 2025 of 1.176 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 2025 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 2025 annual incentive program are reflected in the “Bonus” column of the Summary Compensation Table.
Senior Executive Supplemental Bonus Awards
Senior Executive Supplemental Bonus Awards In February 2026, our Board, upon the recommendation of the Compensation Committee, approved supplemental cash bonus awards for certain of our senior executives, including Messrs. Deren, Hicks, Logue and Winters. The amount of the supplemental bonus award approved for each named executive officer is set forth below.
Senior Executive Supplemental Bonus Awards
| Name | 2025 Supplemental Bonus Award | | John R. Deren | $100,000 | | Cameron P. Hicks | $80,000 | | Daniel V. Logue | $100,000 | | James P. Winters | $100,000 |
Senior Executive Supplemental Bonus Awards
The supplemental awards were approved by the Board in recognition of each executive's significant contributions in our achievement of certain key strategic initiatives in 2025, which included the completion of our acquisition of substantially all of BIOTRONIK's Vascular Intervention business, the separation of our Acute Care, Interventional Urology and OEM business units from the rest of the Company and the entry into definitive agreements to divest those businesses for a combined total purchase price of $2.03 billion. The Board determined that these awards provided meaningful recognition of the executives' contributions to our strategic initiatives, while remaining well below each executive's target award opportunity under our 2025 annual incentive program. The supplemental bonus award payments 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 Mr. Kelly to more closely approximate median compensation referenced in the comparative data and for Mr. Deren to reflect his increased responsibilities in connection with his appointment as Executive Vice President and Chief Financial Officer. Due to his retirement as our Executive Vice President and Chief Financial Officer on April 1, 2025, no equity incentive compensation award was made to Mr. Powell. He instead received a 2025 equity grant with a grant date value of $1 million. See “Executive Compensation Overview – Retirement of Thomas E. Powell and Appointment of John R. Deren as Executive Vice President and Chief Financial Officer” in this Compensation Discussion and Analysis for additional information. The following table shows the total target equity incentive compensation opportunity approved for each of our named executive officers for 2025:
Equity Incentive Compensation
| Name | Total Target Equity Incentive Compensation Opportunity | | Liam J. Kelly | $7,200,000 | | John R. Deren | $1,890,000 | | Cameron P. Hicks | $1,004,250 | | Daniel V. Logue | $1,339,000 | | James P. Winters | $1,339,000 | | Jay K. White* | $1,339,000 |
Equity Incentive Compensation
______________________ *Mr. White's employment as Corporate Vice President and President, Global Commercial, terminated in July 2025. As a result, Mr. White failed to meet the vesting requirements with respect to stock options, restricted stock units and performance stock units granted to him in 2025, resulting in the forfeiture of these awards. Components of the Equity Incentive Compensation Program In 2025, 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 2024. 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 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. Finally, we allocated 20 percent of the total equity incentive compensation opportunity to performance stock units, or “PSUs.” Our goal in granting performance stock units in the past has been to incentivize management’s focus on longer-term, profitable growth opportunities, including both internal growth and growth through acquisitions, while maintaining stockholder value. While we generally had the same overarching goal with respect to the PSUs that were granted in 2025, with a performance period covering 2025-2027, we took a different approach in establishing the applicable performance metric as compared to prior years, as discussed below under “Performance Stock Units.” Stock Option Awards In accordance with the equity award allocation described above, we granted stock options to our named executive officers in 2025 that represented 55 percent of their respective total equity incentive compensation opportunities. Using a Black-Scholes methodology, we valued the stock options granted in March 2025 at $40.10 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 | 71,983 | | John R. Deren | 18,896 | | Cameron P. Hicks | 10,040 | | Daniel V. Logue | 13,387 | | James P. Winters | 13,387 | | Jay K. White* | 13,387 |
Equity Incentive Compensation
______________________ *Mr. White's employment as Corporate Vice President and President, Global Commercial, terminated in July 2025. As a result, Mr. White failed to meet the vesting requirements with respect to stock options granted to him in 2025, resulting in the forfeiture of these awards. 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 March 2025, 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 March 2025 at $130.79 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. 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 | 10,195 | | John R. Deren | 2,676 | | Cameron P. Hicks | 1,422 | | Daniel V. Logue | 1,896 | | James P. Winters | 1,896 | | Jay K. White | 1,896 |
Equity Incentive Compensation
______________________ *Mr. White's employment as Corporate Vice President and President, Global Commercial, terminated in July 2025. As a result, Mr. White failed to meet the vesting requirements with respect to restricted stock units granted to him in 2025, resulting in the forfeiture of these awards. 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 2025 were granted using a different structure than the structure used in the 2023 and 2024 grants. Prior to 2025, shares to be awarded under PSU grants were determined based on the achievement of financial measures, including “constant currency revenue growth,” calculated based on the attainment of the constant currency revenue growth performance goal for each year during the applicable Performance Period, and “EPS Growth,” calculated based on the attainment of the adjusted diluted earnings per share growth performance goal for each year during the applicable Performance Period. We then modified the number of PSUs to be awarded based on those metrics by applying an adjustment, which we referred to as the “RTSR Modifier,” based on our total stockholder return relative to the total stockholder return of companies within the same GICS industry group (Health Care Equipment & Supplies) as Teleflex. The purpose of applying the RTSR Modifier with respect to the calculation of the number of shares, if any, to be provided upon vesting of the PSUs was to ensure that the ultimate number of shares underlying the PSUs would be based in part on the performance of our common stock, thereby directly aligning management incentives with long-term stockholder returns. By basing the RTSR Modifier on return relative to other companies, we sought 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. In considering the appropriate structure of the PSUs granted in February 2025 with respect to the 2025-2027 Performance Period, the Compensation Committee reflected upon our announcement, in February 2025, of our strategic decision, designed to enhance value for all Teleflex stockholders, to separate into two independent companies – a company to comprise our Vascular Access product category, most of our products within our Interventional Access and Surgical product categories and the Vascular Intervention business, which would remain with Teleflex, and a second company to comprise our Acute Care, Interventional Urology and OEM businesses (the “NewCo Business”). Our initial goal with respect to this second company was to spin it off as an independent publicly traded company. Following our announcement of the intended separation, we received significant third-party interest in acquiring the NewCo Business and thereafter, with the full support and oversight of our Board, actively explored all options for the NewCo Business with the continued goal of maximizing stockholder value, including evaluating the potential sale of the NewCo Business in parallel with the potential spin transaction. On December 9, 2025, we announced a series of transactions pursuant to which we will ultimately consummate the sale of the Newco Business to multiple buyers for a combined total of $2.03 billion in cash, subject to certain closing adjustments. We expect to complete the transactions in the second half of 2026, subject to customary regulatory approvals and other closing conditions. The anticipated impact of the separation of the NewCo Business and its ultimate disposal was a guiding factor to the Compensation Committee in structuring the 2025 PSU awards. In light of the NewCo Business process and the integral role that all recipients of PSU grants would be playing in the process, the Compensation Committee replaced the metrics used in prior years with a single metric, Absolute TSR. The Compensation Committee determined that Absolute TSR was a straightforward metric that would measure our value creation for stockholders during a period of significant transition for our company, and that determining appropriate targets for the metrics used in prior grants – constant currency revenue growth and EPS Growth, would be difficult in light of the uncertainty presented by the proposed Newco process. Further, the Compensation Committee elected to utilize Absolute TSR, and not relative TSR, since the proposed NewCo Business process created uncertainty as to what other companies we should measure ourselves against. In future years when determining applicable metrics for PSU grants, the Compensation Committee may return to our prior approach, or utilize another approach. Our March 2025 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 $77.22 per unit. This value was determined using a Monte Carlo valuation model, which simulates a range of possible future stock prices for Teleflex, considering the probable outcome with respect to performance conditions over the Performance Period. 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, resulting in the named executive officers receiving the respective numbers of performance stock units, based on target performance set forth in the table below:
Equity Incentive Compensation
| Name | Target Number of PSUs | | Liam J. Kelly | 8,705 | | John R. Deren | 2,285 | | Cameron P. Hicks | 1,214 | | Daniel V. Logue | 1,619 | | James P. Winters | 1,619 | | Jay K. White | 1,619 |
Equity Incentive Compensation
______________________ *Mr. White's employment as Corporate Vice President and President, Global Commercial, terminated in July 2025. As a result, Mr. White failed to meet the vesting requirements with respect to performance stock units granted to him in 2025, resulting in the forfeiture of these awards.
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 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 2025 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 had previously delegated to Mr. Kelly and has now delegated to Mr. Randle, 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. Deren, Hicks and Logue, and had with Mr. Kelly prior to his departure, 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 Deren, and nine to 12 months for each of Messrs. Hicks 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 currently employed by us, 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 (two years for Mr. Deren, and 18 months for Messrs. Hicks, 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, two times for Mr. Deren, and 1.5 times for Messrs. Hicks, 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 currently employed by us, 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 Mr. Deren and three percent for Messrs. Hicks 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 — 2025” 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 – 2025
SUMMARY COMPENSATION TABLE – 2025 The following table sets forth compensation information with respect to the persons who served as our Chief Executive Officer and Chief Financial Officer during 2025, each of our three other most highly compensated executive officers during 2025, and one other individual who would have been included as one of our three most highly compensated executive officers but for the fact that he was not serving as an executive officer at the end of 2025, determined in accordance with SEC regulations. These individuals are referred to in this proxy statement as the “named executive officers.”
SUMMARY COMPENSATION TABLE – 2025
| 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(8) Former President and Chief Executive Officer | 2025 | $1,144,400 | $143,050 | $2,005,604 | $2,886,518 | $227,280 | — | $325,566 | $6,732,419 | | | 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 | | John R. Deren Executive Vice President and Chief Financial Officer | 2025 | $548,916 | $144,590 | $526,442 | $757,730 | $59,972 | $3,011 | $71,122 | $2,111,783 | | Cameron P. Hicks Corporate Vice President and Chief Human Resources Officer | 2025 | $436,300 | $110,541 | $279,728 | $402,604 | $48,524 | — | $68,677 | $1,346,374 | | James P. Winters(9) Corporate Vice President, Manufacturing and Supply Chain | 2025 | $529,040 | $137,033 | $372,997 | $536,819 | $58,838 | — | $87,683 | $1,722,410 | | | 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 | | Daniel V. Logue Corporate Vice President, General Counsel and Secretary | 2025 | $453,375 | $131,736 | $372,997 | $536,819 | $50,423 | $142 | $59,354 | $1,604,846 | | | 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 | | Thomas E. Powell(10) Former Executive Vice President and Chief Financial Officer | 2025 | $171,855 | — | $278,558 | $525,992 | — | $1,493 | $437,781 | $1,415,679 | | | 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 | | Jay K. White(11) Former Corporate Vice President and President, Global Commercial | 2025 | $324,629 | $20,452 | $372,997 | $536,819 | $36,104 | $823 | $696,899 | $1,988,723 | | | 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 |
SUMMARY COMPENSATION TABLE – 2025
_________________________ (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, Deren, Hicks, Logue, Powell and White deferred $91,552, $219,567, $13,089, $13,601, $34,371 and $64,926, respectively, of their 2025 salary into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2025” for additional information. (2)The amounts shown in this column include the amounts we paid each of the named executive officers in respect of the achievement of individual performance objectives under our 2025 annual incentive program. See the section entitled “Annual Executive Incentive Compensation” under “Compensation Discussion and Analysis – 2025 Compensation,” for additional information regarding the annual incentive awards. Messrs. Kelly, Deren, Logue and White deferred $14,305, $14,459, $13,174 and $2,045, respectively, of their awards into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2025” for additional information. The amounts shown in this column also reflect the supplemental cash bonus awards that were approved in February 2026 for Messrs. Deren, Hicks, Winters and Logue in respect of achievement of certain key strategic initiatives in 2025. See the section titled "Senior Executive Supplemental Bonus Awards" under “Compensation Discussion and Analysis – 2025 Compensation” for additional information regarding the supplemental cash bonus awards. Messrs. Deren and Logue each deferred $10,000 of their respective supplemental cash bonus awards into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2025” for additional information. (3)The amounts shown in this column include the aggregate grant date fair value of the restricted stock units and performance stock units we granted to each of the named executive officers in 2025, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation - Stock Compensation” (“ASC Topic 718”). A discussion of the assumptions used in calculating these values is included in Notes 1 and 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC. See “Grants of Plan-Based Awards – 2025” for additional information. The grant date fair value of the performance stock units granted to the named executive officers, without application of the RTSR Modifier and assuming (i) the target level of performance will be achieved and (ii) the maximum payout level of performance will be achieved, determined in accordance with ASC Topic 718, is set forth in the table below.
SUMMARY COMPENSATION TABLE – 2025
| Name | Grant Date Fair Value at Target Payout ($) | Grant Date Fair Value at Maximum Payout ($) | | Liam J. Kelly | $672,200 | $1,680,539 | | John R. Deren | $176,488 | $441,158 | | Cameron P. Hicks | $93,745 | $234,363 | | James P. Winters | $125,019 | $312,587 | | Daniel V. Logue | $125,019 | $312,587 | | Thomas E. Powell | $93,959 | $233,436 | | Jay K. White | $125,019 | $312,587 |
SUMMARY COMPENSATION TABLE – 2025
(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 2025, determined in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values is included in Notes 1 and 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC. See “Grants of Plan-Based Awards – 2025” 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 2025 annual incentive program. See the section entitled “Annual Executive Incentive Compensation” under “Compensation Discussion and Analysis – 2025 Compensation,” for additional information regarding the annual incentive awards. Messrs. Kelly, Deren, Logue and White deferred $22,728, $5,997, $5,042 and $3,610, respectively, of their awards into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2025” for additional information. (6)The amounts shown in this column with respect to Messrs. Deren, Logue, Powell and White reflect above-market interest earned in the indicated year in respect of amounts of deferred compensation held by such person under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2025” 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, Deren, Hicks, Logue, Powell and White, 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. With respect to Messrs. Powell and White, the amounts shown in this column also include the compensation actually paid during the year presented in relation to consulting and severance compensation, respectively. See "Executive Compensation Overview – Retirement of Thomas E. Powell and Appointment of John R. Deren as Executive Vice President and Chief Financial Officer” and “Executive Compensation Overview – Departure of Jay White as Corporate Vice President and President, Global Commercial” in "Compensation Discussion and Analysis" for additional information. 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 – 2025
| Name | Defined Contribution Plan Company Contributions | Deferred Compensation Plan Company Contributions | Life Insurance Premiums | Consulting Compensation | Severance Compensation | Perquisites(a) | | Mr. Kelly | $17,500 | $158,021 | $5,760 | — | — | $144,285 | | Mr. Deren | $16,885 | $40,210 | $2,958 | — | — | $11,069 | | Mr. Hicks | $17,500 | $25,843 | $2,514 | — | — | $22,819 | | Mr. Winters | $63,485 | — | $2,179 | — | — | $22,020 | | Mr. Logue | $17,500 | $28,229 | $2,556 | — | — | $11,069 | | Mr. Powell | $6,874 | $33,062 | $1,280 | $361,763 | — | $34,802 | | Mr. White | $17,500 | $23,794 | $2,162 | — | $647,200 | $6,243 |
SUMMARY COMPENSATION TABLE – 2025
_________________________ (a)The amounts shown in this column include the following benefits: (i) for Mr. Kelly, $133,046 in incremental costs we incurred to provide him with personal use of our aircraft, an automobile allowance of $10,200 and $170 in costs we incurred in connection with financial planning services; (ii) for Mr. Deren an automobile allowance of $10,200; (iii) for Mr. Hicks, an automobile allowance of $10,200, $3,750 in costs we incurred in connection with an executive health examination and $8,000 in costs we incurred in connection with financial planning services; (iv) for Mr. Winters, an automobile allowance of $21,174; (v) for Mr. Logue, an automobile allowance of $10,200; (vi) for Mr. Powell, $31,305 in incremental costs we incurred to provide him with personal use of our aircraft and an automobile allowance of $2,746; and (vii) for Mr. White, an automobile allowance of $5,492. Each named executive officer also a received an attendee gift of de minimis value provided to him in connection with a corporate retreat for senior managers. (8)On January 8, 2026, we announced the departure of Mr. Kelly as our President and Chief Executive Officer, effective as of the end of the day on January 7, 2026. See “Executive Compensation Overview – Departure of Liam J. Kelly as President and Chief Executive Officer” in "Compensation Discussion and Analysis" for additional information. (9)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 2025 was 1.176 dollars per euro. (10)Mr. Powell retired from the Company on April 1, 2025. See "Executive Compensation Overview – Retirement of Thomas E. Powell and Appointment of John R. Deren as Executive Vice President and Chief Financial Officer” in "Compensation Discussion and Analysis" for additional information. (11)Mr. White departed the Company on July 1, 2025. See “Executive Compensation Overview – Departure of Jay White as Corporate Vice President and President, Global Commercial” in "Compensation Discussion and Analysis" for additional information.
GRANTS OF PLAN-BASED AWARDS – 2025
GRANTS OF PLAN-BASED AWARDS – 2025 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, 2025.
GRANTS OF PLAN-BASED AWARDS – 2025
| 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 | 2/25/2025 | 2/25/2025 | $357,625 | $1,430,500 | $2,861,000 | – | – | – | – | – | – | – | | | 3/04/2025 | 2/25/2025 | – | – | – | – | – | – | – | 71,983 | $130.79 | $2,886,518 | | | 3/04/2025 | 2/25/2025 | – | – | – | – | – | – | 10,195 | – | – | $1,333,404 | | | 3/04/2025 | 2/25/2025 | – | – | – | 87 | 8,705 | 21,763 | – | – | – | $672,200 | | J. Deren | 2/24/2025 | 2/24/2025 | $94,369 | $377,474 | $754,948 | – | – | – | – | – | – | – | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | – | 18,896 | $130.79 | $757,730 | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | 2,676 | – | – | $349,994 | | | 3/04/2025 | 2/24/2025 | – | – | – | 23 | 2,285 | 5,713 | – | – | – | $176,448 | | C. Hicks | 2/24/2025 | 2/24/2025 | $76,353 | $305,410 | $610,820 | – | – | – | – | – | – | – | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | – | 10,040 | $130.79 | $402,604 | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | 1,422 | – | – | $185,983 | | | 3/04/2025 | 2/24/2025 | – | – | – | 12 | 1,214 | 3,035 | – | – | – | $93,745 | | J. Winters | 2/24/2025 | 2/24/2025 | $92,582 | $370,328 | $740,655 | – | – | – | – | – | – | – | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | – | 13,387 | $130.79 | $536,819 | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | 1,896 | – | – | $247,978 | | | 3/04/2025 | 2/24/2025 | – | – | – | 16 | 1,619 | 4,048 | – | – | – | $125,019 | | D. Logue | 2/24/2025 | 2/24/2025 | $79,341 | $317,362 | $634,725 | – | – | – | – | – | – | – | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | – | 13,387 | $130.79 | $536,819 | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | 1,896 | – | – | $247,978 | | | 3/04/2025 | 2/24/2025 | – | – | – | 16 | 1,619 | 4,048 | – | – | – | $125,019 | | T. Powell | 2/24/2025 | 2/24/2025 | – | – | – | – | – | – | – | – | – | – | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | – | 13,117 | $130.79 | $525,992 | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | 1,416 | – | – | $185,199 | | | 3/04/2025 | 2/24/2025 | – | – | – | 12 | 1,209 | 3,023 | – | – | – | $93,359 | | J. White | 2/24/2025 | 2/24/2025 | $56,810 | $227,240 | $454,480 | – | – | – | – | – | – | – | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | – | 13,387 | $130.79 | $536,819 | | | 3/04/2025 | 2/24/2025 | – | – | – | – | – | – | 1,896 | – | – | $247,978 | | | 3/04/2025 | 2/24/2025 | – | – | – | 16 | 1,619 | 4,048 | – | – | – | $125,019 |
GRANTS OF PLAN-BASED AWARDS – 2025
________________________ (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 2025 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 – 2025 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 – 2025 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 in four equal annual installments beginning on the first 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 – 2025 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 – 2025 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 2025, determined in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values is included in Notes 1 and 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2025 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, 2025. Mr. White had no such equity interests as of such date.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2025
| | | 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 | 3/4/2025 | – | – | – | – | – | | – | | 8,705 | | $1,062,358 | | | 3/4/2025 | – | – | – | – | 10,195 | | $1,244,198 | | – | – | – | | | 3/4/2025 | – | 71,983 | $130.79 | 3/4/2035 | – | – | – | – | – | – | – | | | 2/27/2024 | – | – | – | – | – | | – | | 5,509 | | $672,318 | | | 2/27/2024 | – | – | – | – | 6,858 | | $836,950 | | – | | – | | | 2/27/2024 | 16,031 | 32,063 | $226.04 | 2/27/2034 | – | | – | | – | | – | | | 2/28/2023 | – | – | – | – | – | | – | | 5,150 | | $628,506 | | | 2/28/2023 | – | – | – | – | +2,616 | | $319,257 | | – | | – | | | 2/28/2023 | – | – | – | – | 6,733 | | $821,695 | | – | | – | | | 2/28/2023 | 31,269 | 15,635 | $238.23 | 2/28/2033 | – | | – | | – | | – | | | 3/1/2022 | 39,063 | – | $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 | – | | – | | – | | – | | J. Deren | 3/4/2025 | – | – | – | – | – | | – | | 2,285 | | $278,861 | | | 3/4/2025 | – | – | – | – | 2,676 | | $326,579 | | – | | – | | | 3/4/2025 | – | 18,896 | $130.79 | 3/4/2035 | – | | – | | – | | – | | | 2/27/2024 | – | – | – | – | – | | – | | 339 | | $41,372 | | | 2/27/2024 | – | – | – | – | 422 | | $51,501 | | – | | – | | | 2/27/2024 | 985 | 1,972 | $226.04 | 2/27/2034 | – | | – | | – | | – | | | 2/28/2023 | – | – | – | – | – | | – | | 317 | | $38,687 | | | 2/28/2023 | – | – | – | – | +161 | | $19,648 | | – | | – | | | 2/28/2023 | – | – | – | – | 414 | | $50,525 | | – | | – | | | 2/28/2023 | 1,924 | 962 | $238.23 | 2/28/2033 | – | | – | | – | | – | | | 3/1/2022 | 2,441 | – | $333.24 | 3/1/2032 | – | | – | | – | | – | | | 8/24/2021 | 325 | – | $386.17 | 8/24/2031 | – | | – | | – | | – | | | 3/2/2021 | 1,759 | – | $403.78 | 3/2/2031 | – | | – | | – | | – | | | 2/25/2020 | 2,167 | – | $348.11 | 2/25/2030 | – | | – | | – | | – | | | 2/26/2019 | 2,762 | – | $288.38 | 2/26/2029 | – | | – | | – | | – | | | 2/27/2018 | 970 | – | $253.72 | 2/27/2028 | – | | – | | – | | – |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2025
| | | 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) | | | | | | | | | 5/9/2017 | 316 | – | $194.40 | 5/9/2027 | – | – | – | – | | C. Hicks | 3/4/2025 | – | – | – | – | – | – | 1,214 | $148,157 | | | 3/4/2025 | – | – | – | – | 1,422 | $173,541 | – | – | | | 3/4/2025 | – | 10,040 | $130.79 | 3/4/2035 | – | – | – | – | | | 2/27/2024 | – | – | – | – | – | – | 802 | $97,876 | | | 2/27/2024 | – | – | – | – | 998 | $121,796 | – | – | | | 2/27/2024 | 2,333 | 4,666 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 693 | $84,574 | | | 2/28/2023 | – | – | – | – | +352 | $42,958 | – | – | | | 2/28/2023 | – | – | – | – | 906 | $110,568 | – | – | | | 2/28/2023 | 4,209 | 2,105 | $238.23 | 2/28/2033 | – | – | – | – | | | 3/1/2022 | 4,915 | – | $333.24 | 3/1/2032 | – | – | – | – | | | 3/2/2021 | 3,599 | – | $403.78 | 3/2/2031 | – | – | – | – | | | 2/25/2020 | 3,997 | – | $348.11 | 2/25/2030 | – | – | – | – | | | 2/26/2019 | 5,100 | – | $288.38 | 2/26/2029 | – | – | – | – | | | 2/27/2018 | 5,358 | – | $253.72 | 2/27/2028 | – | – | – | – | | | 2/28/2017 | 8,056 | – | $191.18 | 2/28/2027 | – | – | – | – | | | 3/1/2016 | 6,599 | – | $144.79 | 3/1/2026 | – | – | – | – | | J. Winters | 3/4/2025 | – | – | – | – | – | – | 1,619 | $197,583 | | | 3/4/2025 | – | – | – | – | 1,896 | $231,388 | – | – | | | 3/4/2025 | – | 13,387 | $130.79 | 3/4/2035 | – | – | – | – | | | 6/18/2024 | – | – | – | – | – | – | 195 | $23,798 | | | 6/18/2024 | – | – | – | – | 243 | $29,656 | – | – | | | 6/18/2024 | 558 | 1,118 | $202.09 | 6/18/2034 | – | – | – | – | | | 2/27/2024 | – | – | – | – | – | – | 904 | $110,324 | | | 2/27/2024 | – | – | – | – | 1,126 | $137,417 | – | – | | | 2/27/2024 | 2,632 | 5,264 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 697 | $85,062 | | | 2/28/2023 | – | – | – | – | +354 | $43,202 | – | – | | | 2/28/2023 | – | – | – | – | 912 | $111,300 | – | – | | | 2/28/2023 | 4,233 | 2,117 | $238.23 | 2/28/2033 | – | – | – | – | | | 3/1/2022 | 5,208 | – | $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 | 3/4/2025 | – | – | – | – | – | – | 1,619 | $197,583 | | | 3/4/2025 | – | – | – | – | 1,896 | $231,388 | – | – |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2025
| | | 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) | | | | | | | | | 3/4/2025 | – | 13,387 | $130.79 | 3/4/2035 | – | – | – | – | | | 2/27/2024 | – | – | – | – | – | – | 1,069 | $130,461 | | | 2/27/2024 | – | – | – | – | 1,331 | $162,435 | – | – | | | 2/27/2024 | 3,110 | 6,222 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 872 | $106,419 | | | 2/28/2023 | – | – | – | – | +443 | $54,064 | – | – | | | 2/28/2023 | – | – | – | – | 1,139 | $139,004 | – | – | | | 2/28/2023 | 5,292 | 2,646 | $238.23 | 2/28/2033 | – | – | – | – | | | 3/1/2022 | 4,557 | – | $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 | – | – | – | – | | T. Powell | 3/4/2025 | – | – | – | – | – | – | 1,209 | $147,546 | | | 3/4/2025 | – | – | – | – | 1,416 | $172,809 | – | – | | | 3/4/2025 | – | 13,117 | $130.79 | 3/4/2035 | – | – | – | – | | | 2/27/2024 | – | – | – | – | – | – | 1,927 | $235,171 | | | 2/27/2024 | – | – | – | – | 2,398 | $292,652 | – | – | | | 2/27/2024 | 5,607 | 11,214 | $226.04 | 2/27/2034 | – | – | – | – | | | 2/28/2023 | – | – | – | – | – | – | 1,302 | $158,896 | | | 2/28/2023 | – | – | – | – | +662 | $80,790 | – | – | | | 2/28/2023 | – | – | – | – | – | – | – | – | | | 2/28/2023 | 11,856 | – | $238.23 | 2/28/2033 | – | – | – | – | | | 3/1/2022 | 14,160 | – | $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 | – | – | – | – | | | 3/1/2016 | 31,882 | – | $144.79 | 3/1/2026 | – | – | – | – |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2025
_____________________________________ (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. Restricted stock units granted in 2025 vest in four equal annual installments beginning on the first anniversary of the date of grant. Restricted stock units granted prior to 2025 fully vest on the third anniversary of the grant date. Those entries designated by “+” represent performance stock unit awards granted on February 28, 2023, which vested on February 28, 2026. In February 2026, our Compensation Committee determined that our performance for the three-year period ended December 31, 2025, as modified by application of our RTSR Modifier, resulted in the achievement of approximately 50.8% 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 $122.04 per share, which was the closing price of our common stock as reported by the New York Stock Exchange on December 31, 2025, the last trading day of 2025. (4)Subject to the actual level of performance achieved, performance stock units granted in 2024 and 2025 will vest on the third anniversary of the grant date. (5)Assumes that target performance is achieved with respect to the performance stock units and, for the 2024 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 with respect to the 2024 Performance Stock Units), 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 – 2025
| | 2025 Performance Stock Units | | 2024 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 | 21,763 | $2,655,957 | 13,773 | $1,680,857 | | J. Deren | 5,713 | $697,215 | 848 | $103,490 | | C. Hicks | 3,035 | $370,391 | 2,005 | $244,690 | | J. Winters | 4,048 | $494,018 | 2,748 | $335,366 | | D. Logue | 4,048 | $494,018 | 2,673 | $326,213 | | T. Powell | 3,023 | $368,927 | 4,818 | $587,989 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2025
The market value of the unvested performance stock units is calculated based on a market price of $122.04 per share, which was the closing price of our common stock as reported by the New York Stock Exchange on December 31, 2025, the last trading day of 2025.
OPTION EXERCISES AND STOCK VESTED – 2025
OPTION EXERCISES AND STOCK VESTED – 2025 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, 2025.
OPTION EXERCISES AND STOCK VESTED – 2025
| 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 | 36,464 | $1,947,437 | 6,230 | $827,033 | | John R. Deren | – | – | 390 | $51,773 | | Cameron P. Hicks | – | – | 785 | $104,209 | | James P. Winters | – | – | 830 | $110,183 | | Daniel V. Logue | 1,620 | $87,691 | 727 | $96,509 | | Thomas E. Powell | – | – | 3,961 | $538,673 | | Jay K. White | – | – | 1,298 | $172,310 |
OPTION EXERCISES AND STOCK VESTED – 2025
_________________________ (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 2025. Mr. Kelly deferred 1,338 of these shares into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2025” 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 units 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 — 2025
NONQUALIFIED DEFERRED COMPENSATION — 2025 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, Powell and Deren and three percent with respect to all other executives eligible to receive non-elective contributions, including Messrs. Hicks, 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, 2025. 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 — 2025
| Fund Name | Rate of Return | | Vanguard Federal Money Market Investor Fund | 4.22% | | Teleflex Fixed Rate Fund | 5.56% | | Vanguard Total Bond Market Index Fund Admiral Shares | 7.15% | | Victory Core Plus Intermediate Bond R6 | 7.81% | | Vanguard Inflation-Protected Securities Fund Admiral Shares | 6.87% | | Vanguard Lifestrategy Income Fund Investor Shares | 9.42% | | Vanguard Lifestrategy Conservative Growth Fund Investor Shares | 12.86% | | Vanguard Lifestrategy Moderate Growth Fund Investor Shares | 16.24% | | Vanguard Wellington Fund Admiral Shares | 16.57% | | Vanguard Lifestrategy Growth Fund Investor Shares | 19.63% | | Columbia Dividend Income Fund Shares | 15.92% | | Vanguard 500 Index Fund Admiral Shares | 17.83% | | Fidelity Large Cap Growth Index Fund Shares | 18.53% | | JP Morgan Large Cap Growth Fund Class R6 | 14.40% | | Vanguard Mid-Cap Index Fund Admiral Shares | 11.67% | | Touchstone Midcap Fund Class R6 | 4.97% | | JPMorgan Small Cap Equity Fund Class R6 | (2.41)% |
NONQUALIFIED DEFERRED COMPENSATION — 2025
| Fund Name | Rate of Return | | Vanguard Small-Cap Index Fund Shares | 8.85% | | Vanguard Explorer Fund Admiral Shares | 7.23% | | American Funds New Perspective Fund Class R-6 | 21.62% | | Vanguard Total World Stock Index Admiral Shares | 22.43% | | Vanguard Total International Stock Index Fund Admiral Shares | 32.18% | | Vanguard International Growth Fund Admiral Shares | 20.21% | | American Funds New World Fund Class R-6 | 28.60% | | Vanguard Real Estate Index Fund Admiral Shares | 3.19% | | Teleflex Stock Fund | (30.67)% |
NONQUALIFIED DEFERRED COMPENSATION — 2025
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, 2025 regarding contributions, earnings and balances under our deferred compensation plan for each named executive officer.
NONQUALIFIED DEFERRED COMPENSATION — 2025
| 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 | $427,543 | $158,021 | $248,269 | $5,735,955 | | John R. Deren | $245,235 | $40,210 | $149,028 | $2,354,641 | | Cameron P. Hicks | $13,089 | $25,843 | $67,267 | $556,232 | | James P. Winters | – | – | – | – | | Daniel V. Logue | $48,507 | $28,229 | $36,831 | $347,489 | | Thomas E. Powell | $586,835 | $33,062 | $184,097 | $3,617,116 | | Jay K. White | $114,706 | $23,794 | $177,160 | $1,456,236 |
NONQUALIFIED DEFERRED COMPENSATION — 2025
________________________ (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 2025 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 2025 were made to Messrs. Kelly, Deren, Hicks, Logue, Powell and White in the amounts of $118,938, $23,743, $12,754, $13,581, $27,907 and $14,055, respectively. Matching contributions for 2025 made to Messrs. Kelly, Deren, Hicks, Logue, Powell and White in the amounts of $39,083, $16,467, $13,089, $14,648, $5,156 and $9,739, respectively. The amounts set forth in this column are included in the Summary Compensation Table in the “All Other Compensation” column for 2025. (3)The amounts set forth in this column consist of aggregate interest or other earnings or losses accrued during 2025 for each named executive officer’s account. The following amounts included in this column are included in the Summary Compensation Table for 2025 in the "Change in Non-qualified Deferred Compensation Earnings" column: Mr. Deren, $3,011; Mr. Logue, $142; Mr. Powell $1,493; and Mr. White, $823. (4)The following amounts were reported in the Summary Compensation Table in prior years: Mr. Kelly, $1,043,265 (2015 through 2024); Mr. Hicks, $110,624 (2016 and 2018 through 2022); Mr. Logue, $43,745 (2023 and 2024); Mr. Powell, $738,665 (2013 through 2024); and Mr. White, $156,539 (2021 through 2024).
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, 2025. 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 – 2025” 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 – 2025” 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 | $3,458,400 | $4,693,330 | $5,266,026 | $72,869 | $30,600 | $356,717 | $20,000 | $13,897,942 | | J. Deren | $1,174,200 | $1,085,212 | $787,524 | $34,419 | $20,400 | $45,560 | $20,000 | $3,167,315 | | C. Hicks | $659,250 | $620,540 | $736,511 | $34,231 | – | $19,120 | $20,000 | $2,089,652 | | J. Winters(7) | $801,244 | $756,742 | $926,528 | $14,699 | – | – | $20,000 | $2,519,213 | | D. Logue | $685,050 | $661,694 | $967,289 | $49,324 | – | $20,360 | $20,000 | $2,403,717 |
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 2025, 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 2025, our last completed fiscal year: •Mr. Kelly’s annual total compensation was $6,732,419. •Our median employee’s annual total compensation was $51,357. •The ratio of Mr. Kelly’s annual total compensation to our median employee’s annual total compensation was 131 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) | | 2025 | $6,732,419 | $1,842,292 | $1,698,302 | $549,829 | $30.62 | $122.51 | $(905,640,000) | $3,189,006,000 | | 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 |
PAY VERSUS PERFORMANCE
________________________ (1) Liam J. Kelly was our principal executive officer in each of 2025, 2024, 2023, 2022, and 2021. (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
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Deductions for amounts reported under the “Stock Awards” column of the SCT | $2,005,604 | $2,744,215 | $2,835,227 | $2,683,159 | $2,664,264 | | Deductions for amounts reported under the “Option Awards” column of the SCT | $2,886,518 | $3,411,307 | $3,575,961 | $3,502,779 | $3,000,606 | | Increase for fair value of awards granted during year that remain outstanding and unvested as of year end | $3,783,038 | $4,196,638 | $7,099,876 | $4,247,471 | $4,025,539 | | 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 | $(2,696,754) | $(3,729,616) | $(172,668) | $(1,568,368) | $(2,366,658) | | Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | $(1,084,288) | $(772,689) | $(291,552) | $326,230 | $(429,495) |
PAY VERSUS PERFORMANCE
(3) Our named executive officers, other than our principal executive officer, for (a) 2025 were John R. Deren, Cameron P. Hicks, Daniel V. Logue, James P. Winters, Thomas E. Powell and Jay K. White; (b) 2024 and 2023 were Thomas E. Powell, Jay. K. White, Daniel V. Logue and James P. Winters; and (c) 2022 and 2021 were Thomas E. Powell, Jay K. White, 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
| | 2025 | 2024 | 2023 | 2022 | 2021 | | 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) | — | — | | Deductions for amounts reported under the “Stock Awards” column of the SCT | $367,286 | $644,514 | $605,853 | $556,786 | $481,872 | | Deductions for amounts reported under the “Option Awards” column of the SCT | $549,464 | $800,788 | $764,020 | $726,798 | $542,719 | | Increase for fair value of awards granted during year that remain outstanding and unvested as of year end | $493,626 | $991,675 | $1,517,025 | $881,351 | $728,082 | | 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 | $(534,201) | $(787,603) | $(33,995) | $(289,943) | $(468,507) | | Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | $(191,147) | $(153,621) | $(53,968) | $64,724 | $(78,058) |
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, 2020, and ending on the last fiscal day in 2025, 2024, 2023, 2022, and 2021, 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. The amount of revenue included in the table for 2025 was further adjusted to eliminate the impact of an increase in our reserves, and a corresponding reduction to revenue within our EMEA segment, for prior years related to the Italian payback measure. 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 “2025 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