Independent
Tenure on this board
11.4 yrs
7 nominees · 3 ballot items.
Three management proposals: (1) election of seven directors to serve one-year terms, (2) an advisory (non-binding) vote to approve named executive officer compensation, and (3) ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
To elect seven director nominees (Candace H. Duncan, Gretchen R. Haggerty, Andrew A. Krakauer, Neena M. Patil, Stuart A. Randle, Jaewon Ryu, M.D., and Michael J. Tokich) to serve one-year terms until the 2027 annual meeting and until their successors are duly elected and qualified.
A non-binding, advisory vote to approve the compensation of Teleflex’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Teleflex’s named executive officers as disclosed in the proxy materials. Management seeks approval to confirm that its mix of base salary, annual incentive payouts tied to corporate financial measures (corporate revenue, adjusted EPS, and cash flow) plus an individual performance component, and long-term equity incentives (stock options, RSUs and PSUs) is consistent with shareholder interests. The Compensation Committee modified 2025 PSU metrics to use Absolute Total Shareholder Return (TSR) for the 2025-2027 performance period, reflecting the Company’s significant portfolio actions and the planned separation/divestiture of certain businesses; this change was intended to provide a simpler, direct measure of value creation during a period of strategic transition. The Board emphasizes pay-for-performance, substantial at-risk compensation, stock ownership guidelines and clawback provisions as governance features supporting alignment. The company reports proactive stockholder engagement and has implemented disclosure and programmatic changes following the 2025 advisory vote (which received ~73.3% support) and other investor feedback, and management highlights supplemental awards in early 2026 recognizing contributions to strategic transactions. Critics may note that a prior-year approval level below unanimity and the use of supplemental awards could raise governance questions for some investors, and absolute TSR (rather than relative TSR) may not adjust for industry-wide movements. The proposal is advisory and non-binding; the Compensation Committee and Board will consider the outcome when setting future pay practices, and they recommend FOR to affirm the current program and recent adjustments intended to better align executive incentives with long-term shareholder value.
To ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as Teleflex’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 9.2% | 4,073,349 | $487M |
| 2 | BlackRock, Inc. | 8.8% | 3,881,007 | $464M |
| 3 | T. Rowe Price Investment Management, Inc. | 8.7% | 3,836,207 | $459M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 2,438,183 | $292M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,983,824 | $237M |
| 6 | BAUPOST GROUP LLC/MAActivist | 3.6% | 1,595,000 | $191M |
| 7 | Sessa Capital IM, L.P. | 3.4% | 1,526,228 | $183M |
| 8 | STATE STREET CORP | 3.4% | 1,502,857 | $180M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 3.1% | 1,363,950 | $163M |
| 10 | CITADEL ADVISORS LLC | 2.6% | 1,160,554 | $139M |
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