tfx-20250328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

____________________

Filed by the Registrant o Filed by a party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

Teleflex Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-1.

Table of Contents

550 East Swedesford Road, Suite 400

Wayne, Pennsylvania 19087

Notice of Annual Meeting of Stockholders

To Be Held on May 9, 2025

March 28, 2025

TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:

The 2025 annual meeting of stockholders (the “Annual Meeting”) of Teleflex Incorporated will be held on Friday, May 9, 2025 at 11:00 a.m., local time, at the Company’s headquarters, located at 550 East Swedesford Road, Wayne, Pennsylvania 19087, for the following purposes:

1.To elect nine directors to serve on our Board of Directors for a term of one year and until their successors have been duly elected and qualified;

2.To vote upon a proposal to approve, on an advisory basis, the compensation of our named executive officers;

3.To vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025;

4.To vote upon a stockholder proposal, if properly presented at the Annual Meeting; and

5.To transact such other business as may properly come before the meeting.

Our Board of Directors has fixed Wednesday, March 12, 2025 as the record date for the Annual Meeting. This means that owners of our common stock at the close of business on that date are entitled to receive notice of, and to vote at, the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote in advance as promptly as possible. You may vote your shares through the internet, by telephone, by mail, or at the Annual Meeting as described more fully on page 3 of this proxy statement.


By Order of the Board of Directors,

Daniel V. Logue
Corporate Vice President, General Counsel and Secretary

PLEASE VOTE — YOUR VOTE IS IMPORTANT

Table of Contents

TABLE OF CONTENTS


			Page
GENERAL INFORMATION			1
QUESTIONS AND ANSWERS			2
PROPOSAL 1: ELECTION OF DIRECTORS			4
CORPORATE GOVERNANCE			9
Corporate Governance Principles and Other Corporate Governance Documents			9
Board Independence			9
Lead Director			10
Board Leadership Structure			11
Executive Sessions of Non-Management Directors			11
Communicating with Our Board			11
Board Assessment			11
The Board and Board Committees			12
Risk Oversight and Management			14
Director Compensation – 2024			15
Director Stock Ownership Guidelines			16
AUDIT COMMITTEE REPORT			17
COMPENSATION DISCUSSION AND ANALYSIS			18
Introduction			18
202 4 Performance Highlights			18
Executive Compensation Overview			18
202 4 Compensation			21
Ongoing and Post-Employment Arrangements			33
Tax Considerations			35
Clawback Policy			35
Stock Ownership Guidelines			35
Pledging and Hedging Policies			36
202 4 Stockholder Advisory Vote on Executive Compensation			36
COMPENSATION COMMITTEE REPORT			36
SUMMARY COMPENSATION TABLE – 2024			37
GRANTS OF PLAN-BASED AWARDS – 2024			39
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2024			40
OPTION EXERCISES AND STOCK VESTED – 2024			43
NONQUALIFIED DEFERRED COMPENSATION – 2024			44
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL			46
Employment and Severance Arrangements			46
Change-of-Control Arrangements			48
CEO PAY RATIO			50
PAY VERSUS PERFORMANCE			52
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			56
CERTAIN TRANSACTIONS			58
Related Person Transactions Policy			58
PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			58
PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			59
Audit and Non-Audit Fees			59
Audit Committee Pre-Approval Procedures			59
PROPOSAL 4: STOCKHOLDER PROPOSAL REGARDING CONTINUOUS HOLDING REQUIREMENT FOR CALLING A SPECIAL STOCKHOLDER MEETING			60
STOCKHOLDER PROPOSALS AND NOMINATIONS			63
OTHER MATTERS			63

Table of Contents

TELEFLEX INCORPORATED

550 East Swedesford Road, Suite 400

Wayne, Pennsylvania 19087

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is furnished to stockholders in connection with the solicitation of proxies by the Board of Directors of Teleflex Incorporated (referred to as the “Company,” “Teleflex,” “we,” “us” or “our”) for use at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”) to be held on Friday, May 9, 2025 at 11:00 a.m., local time, at the Company’s headquarters, located at 550 East Swedesford Road, Wayne, Pennsylvania 19087. The proxies may also be voted at any adjournment or postponement of the Annual Meeting. Only stockholders of record at the close of business on March 12, 2025, the record date for the meeting, are entitled to vote. Each stockholder of record on the record date is entitled to one vote for each share of common stock held. On the record date, the Company had 44,680,290 shares of common stock outstanding.

This proxy statement and and our other proxy materials, including the Notice of Annual Meeting and our 2024 Annual Report, are first being made available to stockholders on or about March 28, 2025.

The Company will pay the cost of solicitation of proxies. Proxies may be solicited, without extra compensation, by our officers and employees, by mail, telephone, facsimile, electronic mail and other methods of communication. The Company reimburses banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in transmitting solicitation materials to the beneficial owners of the Company’s common stock.

SEC Form DEF 14A filed by Teleflex Incorporated