Teleflex Incorporated : 2026 PROXY STATEMENT (2026 Teleflex Proxy Statement)

Published: 2026-04-17 11:36:12 ET TFX

Published on 04/17/2026 at 11:36 am EDT

April 15, 2026

TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:

The 2026 annual meeting of stockholders (the "Annual Meeting") of Teleflex Incorporated will be held on Friday, May 15, 2026 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:

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

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

To vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; and

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

Our Board of Directors has fixed Friday, March 20, 2026 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 pages 2-3 of this proxy statement.

By Order of the Board of Directors, Daniel V. Logue

Corporate Vice President, General Counsel and Secretary

Page

GENERAL INFORMATION

QUESTIONS AND ANSWERS

PROPOSAL 1: ELECTION OF DIRECTORS

CORPORATE GOVERNANCE

Corporate Governance Principles and Other Corporate Governance Documents

Board Independence

Board Leadership Structure

Executive Sessions of Non-Management Directors

Communicating with Our Board

Board Assessment

The Board and Board Committees

Risk Oversight and Management

Director Compensation - 2025

Director Stock Ownership Guidelines

AUDIT COMMITTEE REPORT

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

2025 Performance Highlights

Executive Compensation Overview

2025 Compensation

Ongoing and Post-Employment Arrangements

Tax Considerations

Clawback Policy

Stock Ownership Guidelines

Pledging and Hedging Policies

2025 Stockholder Advisory Vote on Executive Compensation

COMPENSATION COMMITTEE REPORT

SUMMARY COMPENSATION TABLE - 2025

GRANTS OF PLAN-BASED AWARDS - 2025

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END - 2025

OPTION EXERCISES AND STOCK VESTED - 2025

NONQUALIFIED DEFERRED COMPENSATION - 2025

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Employment and Severance Arrangements

Change-of-Control Arrangements

CEO PAY RATIO

PAY VERSUS PERFORMANCE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN TRANSACTIONS

Related Person Transactions Policy

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit and Non-Audit Fees

Audit Committee Pre-Approval Procedures

STOCKHOLDER PROPOSALS AND NOMINATIONS

OTHER MATTERS

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 2026 annual meeting of stockholders (the "Annual Meeting") to be held on Friday, May 15, 2026 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 20, 2026, 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 44,265,383 shares of common stock outstanding.

This proxy statement and our other proxy materials, including the Notice of Annual Meeting and our 2025 Annual Report, are first being made available to stockholders on or about April 15, 2026.

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.

This proxy statement, the accompanying Notice of Annual Meeting and

our 2025 Annual Report are available at http://www.teleflex.com/ProxyMaterials.

It is your way of legally designating another person to vote for you. That other person is called a "proxy." If you designate another person as your proxy in writing, the written document is called a "proxy" or "proxy card."

It is a document required by the Securities and Exchange Commission (the "SEC") that contains information about the matters that stockholders will vote upon at the Annual Meeting. The proxy statement also includes other information required by SEC regulations.

A quorum is the minimum number of stockholders who must be present at the Annual Meeting or voting by proxy to conduct business at the meeting. A majority of the outstanding shares of our common stock, whether present in person or represented by proxy, will constitute a quorum at the Annual Meeting.

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.

A broker "non-vote" occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Under New York Stock Exchange rules, brokers are not permitted to vote on the election of directors or the advisory vote on executive compensation; therefore, if your shares are held by a broker, you must provide voting instructions if you want your broker to vote on these matters. Your broker or its designee should provide you with instructions for this purpose.

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the stockholder of record, or a "record holder," with respect to those shares. Record holders will have proxy materials delivered directly to their mailing address or electronically if they have previously consented to delivery by electronic mail.

Most of our stockholders hold their shares as a beneficial owner through a broker, bank or other nominee rather than directly in their own name. If your shares are held through a broker, bank or other nominee, you are considered the "beneficial owner" of the shares. As the beneficial owner, you generally have the right to direct your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee will forward the proxy materials along with instructions on how to give instructions as to how your shares are to be voted.

If you were a record holder on the record date, you may vote through any of the following methods:

attend the Annual Meeting in person and submit a ballot,

sign and date each proxy card or voter instruction form you receive and return it in the prepaid envelope included in your proxy package,

vote by telephone by calling 1-800-PROXIES (776-9437) or

vote via the internet at https://www.voteproxy.com.

The shares represented by a proxy will be voted in accordance with the instructions you provide, unless the proxy is revoked before it is exercised. If no such instructions have been specified in your proxy, the shares will be voted by the persons named in the enclosed proxy card as follows:

FOR the election of the director nominees described in this proxy statement;

FOR the approval, on an advisory basis, of the compensation of our named executive officers; and

FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.

If you were a beneficial owner of shares at the close of business on the record date, you may vote your shares by providing instructions to your broker, bank or other nominee. Your broker, bank or other nominee should provide a voting instruction form that you can use to give instructions as to how your shares are to be voted; please refer to the instructions it provides for voting your shares. If you want to vote those shares in person at the Annual Meeting, you must bring a signed proxy from the broker, bank or other holder of record giving you the right to vote the shares.

If you hold shares registered in more than one account, you may receive more than one copy of the proxy materials, including multiple paper copies of this proxy statement and multiple proxy cards. To vote all of your shares by proxy, you must complete, sign, date and return each proxy card that you receive or, if you submit a proxy by telephone or the internet, submit one proxy for each proxy card you receive.

You may revoke your proxy at any time before the proxy is exercised by delivering a signed statement indicating your revocation to our Corporate Secretary at our principal executive offices at 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087 at or prior to the Annual Meeting. Alternatively, you may revoke your proxy by timely executing and delivering, by internet, telephone, mail, or in person at the Annual Meeting, another proxy dated as of a later date. You also may revoke your proxy by attending the Annual Meeting in person and voting by ballot.

Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

If your shares are held by a broker, bank or other nominee, contact that institution for instructions.

Any Company stockholder as of the close of business on March 20, 2026 may attend the Annual Meeting. You will need proof of ownership to enter the meeting. If your shares are held in street name (beneficially held in the name of a broker, bank or other holder of record), you must present proof of your ownership, such as a bank or brokerage account statement, to be admitted to the meeting. Please note that if you are a beneficial holder and would like to vote at the meeting in person, you will need to bring a legal proxy from your broker, bank or other holder of record. Stockholders must also present a valid form of photo identification, such as a driver's license, in order to be admitted to the meeting.

Even if you plan to attend the meeting in person, you are strongly encouraged to vote your shares beforehand through the internet, by telephone or by mail.

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.

Tenure Average - 6.9 Years

0-5 Years 6-10 Years 10+ Years

Age Average - 62.7 Years

50-60 61-70 71-75

Independence Independent - 86%

Independent Non-Independent

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.

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.

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.

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.

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.

Our Corporate Governance Principles, which include guidelines for the determination of director independence, the operation, structure and meetings of the Board and the committees of the Board and other matters relating to our corporate governance, are available on the Investors page of our website, https://www.teleflex.com. Also available on the Investors page are other corporate governance documents, including the Code of Ethics, the Code of Ethics for Chief Executive Officer and Senior Financial Officers and the charters of the Audit, Compensation and Nominating and Governance Committees. You may request these documents in

print form by contacting us at Teleflex Incorporated, 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087, Attention: Secretary. Any amendments to, or waivers of, the codes of ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relate to any element of the code of ethics definition enumerated in Item 406(b) of the SEC's Regulation S-K will be disclosed on our website promptly following the date of such amendment or waiver.

Additionally, the Company maintains a securities trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all company directors, officers, and employees. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as the listing standards of the New York Stock Exchange.

The Board has affirmatively determined that Candace H. Duncan, Gretchen R. Haggerty, John C. Heinmiller, Stephen K. Klasko, Andrew A. Krakauer, Neena M. Patil and Jaewon Ryu are independent within the meaning of the listing standards of the New York Stock Exchange (the "NYSE"). The Board also has determined that Michael J. Tokich, a nominee who is not currently a director, is independent within the meaning of the NYSE listing standards. All of the independent directors and Mr. Tokich meet the categorical standards set forth in the Corporate Governance Principles described below, which were adopted by the Board to assist it in making determinations of independence. The Board has further determined that the members of the Audit, Compensation and Nominating and Governance Committees are independent within the meaning of the NYSE listing standards, and that the members of the Audit and Compensation Committees meet the additional independence requirements of the NYSE and the SEC applicable to audit committee and compensation committee members, respectively. In making its determination with respect to Mr. Heinmiller, the Board considered the Company's sale of products to a hospital system with respect to which he serves as a member of the board of directors. In making its determination with respect to Dr. Ryu, the Board considered the Company's sale of products to hospital systems affiliated with Risant Health, the company for which he serves as Chief Executive Officer. In making its determination with respect to Mr. Tokich, the Board considered the Company's purchase of services from STERIS, a provider of products and services to the healthcare and life science industry that employs Mr. Tokich as an advisor. Based on its review, and after considering that applicable sales and purchases were de minimis relative to each party's total annual sales and that none of Mr. Heinmiller, Dr. Ryu or Mr. Tokich have any direct or indirect involvement in the respective transactions, the Board concluded that Mr. Heinmiller's and Dr. Ryu's relationships with the respective hospital systems and Mr. Tokich's relationship with STERIS did not impair their independence.

To assist the Board in making independence determinations, the Board has adopted the following categorical standards that, if applicable, automatically would result in a determination that the director is not independent. The Board may determine that a director is not independent notwithstanding that none of the following categorical disqualifications apply. However, if any of the following categorical disqualifications apply to a director, he or she shall not be considered independent:

A director who is an employee of our company, or whose immediate family member is an executive officer of our company, may not be considered independent until the expiration of three years after the end of such employment (provided that employment as an interim Chairman or interim Chief Executive Officer or other executive officer shall not disqualify a director from being considered independent following that employment).

A director who has received, or who has an immediate family member (unless such immediate family member has ceased to be an immediate family member or has become incapacitated) that has been an executive officer of ours who, while an executive officer, has received more than $120,000 in direct compensation from us during any twelve-month period during the preceding three years, other than director and committee fees, pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). Compensation received by the director for former service as an interim Chairman or interim Chief Executive Officer or other executive officer need not be considered in determining independence.

A director who is a current partner or is employed by, or whose immediate family member is a current partner of a firm that is our internal or external auditor or is an immediate family member who is a current employee of such a firm and personally works on the Company's audit, may not be considered independent.

A director who was, or whose immediate family member was, during the immediately preceding three years, a partner or employee of a firm that is our internal or external auditor and personally worked on our audit during that period may not be considered independent.

A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executives serve on such other company's compensation committee may not be considered independent until the expiration of three years after the end of such service or employment relationship or such person ceases to be an immediate family member or becomes incapacitated, as may be applicable.

A director who is an employee, or whose immediate family member is an executive officer, of a company that makes payments to us, or receives payments from us, for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues may not be considered independent until the expiration of the three years after such receipts or payments fall below such threshold or after such person ceases to be an immediate family member or becomes incapacitated, as may be applicable.

The Board's goal is to achieve the best board leadership structure for effective oversight and management of our company. The Board believes there is no single, generally accepted approach to providing effective board leadership and that the leadership structure of a board must be considered in the context of the individuals involved and the specific circumstances facing the company. Accordingly, what the Board determines to be the right board leadership structure for Teleflex may vary from time to time as circumstances warrant.

In connection with the previously disclosed Chief Executive Officer change made in January 2026, the Board determined that, given the current composition of the Board and specific circumstances facing the Company, including the announced sale of the Company's Acute Care, Interventional Urology and OEM businesses, the most effective Board leadership structure at this time entails the appointment of an independent Board Chair. The Board considered that the Chief Executive Officer is generally responsible for the Company's strategic direction and overseeing key initiatives after consultation and input from our Board, while the Chair provides guidance to the Chief Executive Officer and, in consultation with the Chief Executive Officer and other directors, sets the agenda for Board meetings and presides over meetings of the full Board. The Board believes that this separation of duties allows both the Chief Executive Officer and Chair of the Board to most efficiently use their time and fulfill their respective responsibilities.

Accordingly, in January 2026, the independent directors of the Board unanimously appointed Dr. Klasko to serve as our independent Chair. In making its decision to appoint Dr. Klasko as Chair, our Board considered Dr. Klasko's tenure as the Board's Lead Director, a role he held since May 2023, and his success in collaborating with the Company's Chief Executive Officer, management and independent directors. In anticipation of Dr. Klasko's departure from the Board, in April 2026, the independent directors of the Board unanimously appointed Mr. Krakauer as Chair effective upon the conclusion of Dr. Klasko's term. In making its decision to appoint Mr. Krakauer as Chair, our Board considered Mr. Krakauer's service as a director since 2018, as well as his extensive executive and senior management experience in the medical device industry.

The Chair is appointed annually by the Board.

Other than Mr. Randle, all of the other directors on our Board are independent, which facilitates the provision of independent oversight and input. Mr. Randle is not a member of our principal Board committees, and the independent directors regularly meet in executive session outside the presence of management and under the leadership of our Chair, as discussed in more detail below under "Executive Sessions of Non-Management Directors."

Directors who are not executive officers or otherwise employed by us or any of our subsidiaries, whom we refer to as the "non-management directors," meet regularly in accordance with a schedule adopted annually and on such additional occasions as any non-management director may request. Such meetings are held in executive session, outside the presence of any directors who are executive officers. The independent Chair presides over such meetings.

Background on our Engagement Program

Our Board understands and values the importance of a comprehensive stockholder outreach program and being responsive to the stockholders with whom we engage. The Nominating and Governance Committee oversees our stockholder engagement program pursuant to which management reaches out to the Company's largest stockholders throughout the year to facilitate a dialogue with respect to our financial results, corporate strategy, compensation practices and other governance and sustainability matters. Meetings with stockholders are generally attended by our Vice President, Investor Relations and other members of management based on the subject matters being discussed. Discussions may also include members of our Board. Management provides a report of those meetings to the Nominating and Governance Committee and, if appropriate, the Compensation Committee.

Impact on our Governance

Our stockholder engagement program continues to influence and inform the Company's policies, practices and disclosures. For example, over the past several years alone, the Company has undertaken the following actions:

Declassification of the Board. We amended our certificate of incorporation following the Company's 2022 annual meeting of stockholders to provide for the declassification of the Board commencing with our 2023 annual meeting of stockholders, which was implemented in response to an advisory stockholder proposal;

Elimination of Supermajority Voting. We amended our certificate of incorporation following the Company's 2023 annual meeting of stockholders to remove supermajority voting provisions in 2023, which was implemented in response to an advisory stockholder proposal; and

Stockholder Right to Call Special Meetings. We amended our bylaws to implement a robust stockholder right to call special meetings in 2023.

2025 Engagement

In 2025, we continued to take a holistic approach with respect to our stockholder engagement program, engaging in communication with stockholders with respect to our financial results, corporate strategy, compensation practices (including the results of the advisory vote on executive compensation held at our 2025 annual meeting of stockholders) and other governance and sustainability matters. Throughout the year, we also sought additional opportunities to connect directly with our investors to discuss current and emerging trends and to hear investor feedback. Set forth below is an overview of our 2025 engagement.

Investors Engaged. In the fourth quarter of 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. No investor requested a second meeting.

Our Representatives. Each of these four meetings were attended by members of management (including our Vice President, Investor Relations and our Corporate Vice President, General Counsel and Secretary) as well as the Lead Director of our Board (currently the Chairman of the Board) and the Chairman of the Nominating and Governance Committee, as well as the former Chairman of our Compensation Committee (currently our Interim Chief Executive Officer).

Topics Discussed. Topics discussed included, among others:

Board composition and refreshment

Company strategy

Potential disclosure enhancements

Our pending strategic divestitures

Talent development and retention

CEO succession

Our executive compensation practices (discussed further below)

Factoring in these discussions and others held throughout the year, the Company and the Board took significant actions, including:

Implementation of CEO Transition Plan. As previously disclosed, on January 8, 2026, the Company announced (1) the departure of Liam J. Kelly from his roles as the Company's President and Chief Executive Officer and (2) the appointment of Stuart A. Randle, a member of the Board, to serve as

Interim President and Chief Executive Officer. The Board has engaged Spencer Stuart, a leading international executive search firm, to assist with the search for a permanent President and Chief Executive Officer.

Appointment of an Independent Chair. In connection with Mr. Kelly's departure as President and Chief Executive Officer and in response to stockholder feedback, the Board updated the Company's Corporate Governance Principles to provide that the Board must select and appoint an independent director to serve as the Chair of the Board and appointed Stephen K. Klasko, M.D. to serve as the independent Chair of the Board, with Dr. Klasko to be succeeded by Mr. Krakauer upon conclusion of Dr. Klasko's term.

Modifications to our Executive Compensation Program and Disclosures. As discussed further below under "Compensation Discussion and Analysis - 2025 Stockholder Advisory Vote on Executive Compensation - Stockholder Engagement," the Compensation Committee made certain modifications to our executive compensation program and enhanced our executive compensation disclosure in direct response to stockholder feedback.

Stockholders or other interested persons wishing to communicate with members of the Board should send such communications to Teleflex Incorporated, 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087, Attention: Secretary. These communications will be forwarded to specified individual directors, or, if applicable, to all the members of the Board as deemed appropriate. Stockholders or other interested persons may also communicate directly and confidentially with the independent Chair, the non-management directors as a group or the Chair or other members of the Audit Committee through the Teleflex ethics line website at https://www.teleflexethicsline.com.

Each year, the Nominating and Governance Committee of the Board, together with the independent Chair, oversees a self-assessment process to evaluate the performance of the Board and its committees. The evaluations also help to inform the Nominating and Governance Committee's discussions regarding Board succession planning and refreshment and complement its evaluation of the size and composition of the Board. The process for conducting the annual assessment varies from year to year, but is generally conducted through interviews, discussions and/or responses to written questionnaires. The results are then compiled and reviewed in detail and discussed by the Board and each committee, as applicable. The Board believes that the evaluation process is an important tool for improvement and the continued effectiveness of the Board and its committees.

The Board held eleven meetings in 2025. Each of the directors attended at least 75 percent of the total number of meetings of the Board and the Board committees of which the director was a member during 2025. The Board does not have a formal policy concerning attendance at our Annual Meeting of stockholders but encourages all directors to attend. All of our Board members attended the 2025 annual meeting of stockholders.

The Board has established a Nominating and Governance Committee, a Compensation Committee and an Audit Committee. The Board also has established a Non-Executive Equity Awards Committee, whose sole member is Mr. Randle. The Non-Executive Equity Awards Committee has authority to grant equity awards, under specified circumstances, to employees who are neither executive officers nor persons reporting to the Chief Executive Officer. See "Compensation Discussion and Analysis - 2025 Compensation - Our Equity Grant Practices" for additional information.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for identifying qualified individuals to be nominees for election to the Board. In addition, the Nominating and Governance Committee reviews and makes recommendations to the Board as to the size and composition of the Board and Board committees, eligibility criteria for Board and Board committee membership and Board compensation. The Nominating and Governance Committee also is responsible for developing and recommending to the Board corporate governance principles, overseeing the annual Board and committee evaluation process, as discussed above, and overseeing our strategy and practices with respect to environmental, social and governance matters.

The Nominating and Governance Committee considers candidates for Board membership. 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. In addition, we also seek candidates with the potential to contribute to the diversity of

the Board, including with respect to gender, race, ethnicity, national origin and other differentiating characteristics. Directors must be able to devote substantial time to our affairs. The charter of the Nominating and Governance Committee provides that in evaluating nominees, the Nominating and Governance Committee should consider the attributes set forth above.

To assist in identifying candidates for nomination as directors, the Nominating and Governance Committee sometimes employs a third-party search firm and also receives recommendations of candidates from Board members. Mr. Tokich was recommended by a third-party search firm engaged by the Nominating and Governance Committee.

In addition, the Nominating and Governance Committee will consider recommendations for director candidates from stockholders. Stockholders can recommend candidates for nomination by delivering or mailing written recommendations to Teleflex Incorporated, 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087, Attention: Secretary. In order to enable consideration of a candidate in connection with our 2027 annual meeting, a stockholder must submit the following information by December 16, 2026:

the name of the candidate and information about the candidate that would be required to be included in a proxy statement under SEC rules;

information about the relationship between the candidate and the recommending stockholder;

the consent of the candidate to serve as a director; and

proof of the number of shares of our common stock that the recommending stockholder owns and the length of time the shares have been owned.

We have also adopted a "proxy access" bylaw provision which allows eligible stockholders to nominate candidates for election to our Board and include such candidates in our proxy materials subject to the terms, conditions, procedures and deadlines set forth in Article II, Section 2.2.2 of our bylaws. Our proxy access bylaw provides that holders of at least 3% of our outstanding shares entitled to vote, held by up to 20 stockholders, holding the shares continuously for at least three years, can nominate up to the greater of two directors or 20% of our Board for election at an annual stockholders' meeting.

For more specific information regarding these deadlines in respect of the 2027 annual meeting of stockholders, see "Stockholder Proposals and Nominations" below. You should consult our bylaws for more detailed information regarding the processes summarized above.

In considering any candidate proposed by a stockholder, the Nominating and Governance Committee will reach a conclusion based on the criteria described above. The Nominating and Governance Committee may seek additional information regarding the candidate. After full consideration, the stockholder proponent will be notified of the decision of the Nominating and Governance Committee. The Nominating and Governance Committee will consider all potential candidates in the same manner regardless of the source of the recommendation.

The current members of the Nominating and Governance Committee are Dr. Klasko and Mses. Patil and Duncan. Dr. Klasko currently serves as chair of the Nominating and Governance Committee. The Nominating and Governance Committee held four meetings in 2025.

Compensation Committee

The duties and responsibilities of the Compensation Committee include, among others, the following:

review and recommend to the Board for approval all compensation plans in which any director or executive officer may participate;

review and recommend to the independent directors for approval corporate goals and objectives relevant to the compensation of our Chief Executive Officer and, together with the Chair of the Board, evaluate annually our Chief Executive Officer's performance in light of those goals and objectives;

review and recommend to the independent directors for approval our Chief Executive Officer's compensation and any employment agreements, severance agreements, retention agreements, change in control agreements and other similar agreements for the benefit of our Chief Executive Officer;

review and approve compensation of our senior executives, which include our executive officers (other than our Chief Executive Officer) and such other executives of our company as the Compensation Committee may determine (other than our Chief Executive Officer), and any

employment agreements, severance agreements, retention agreements, change in control agreements and other similar agreements for the benefit of any of our senior executives (other than our Chief Executive Officer);

establish goals for performance-based awards under incentive compensation plans (including stock compensation plans);

administer and grant, or recommend to the Board the grant of, stock options and other equity-based compensation awards under our stock compensation plans (the Board has delegated to its Non-Executive Equity Awards Committee, whose sole member is Mr. Randle, authority to grant equity awards under specified circumstances to employees other than executive officers and persons reporting to the Chief Executive Officer);

review and recommend to the other independent directors for approval all material executive benefits and perquisites for the Chief Executive Officer's benefit;

review and approve all material executive benefits and perquisites for the benefit of any of our senior executives (other than the Chief Executive Officer); and

review the human capital processes and performance metrics used by management to attract, retain and develop talent across our company.

The Compensation Committee has the authority to select, retain and terminate compensation consultants, legal counsel and other advisers to assist it in connection with the performance of its responsibilities. During 2025, the Compensation Committee considered the recommendations of and data provided by its compensation consultant, Frederic W. Cook & Co., Inc., which we refer to as "FW Cook." See "Compensation Discussion and Analysis" for additional information.

The current members of the Compensation Committee are Mr. Krakauer and Drs. Klasko and Ryu. Mr. Krakauer currently serves as chair of the Compensation Committee. The Compensation Committee held seven meetings in 2025.

Audit Committee

The Audit Committee has responsibility to assist the Board in its oversight of the following matters, among others:

the integrity of our financial statements;

our internal controls compliance;

our compliance with legal and regulatory requirements;

our independent registered public accounting firm's qualifications, performance and independence;

the performance of our internal audit function;

our risk management process, including risks related to product quality and safety and cybersecurity; and

the funding of our defined benefit pension plan and the investment performance of plan assets.

The Audit Committee has sole authority to appoint, retain, compensate, evaluate and terminate our independent registered public accounting firm, and reviews and approves in advance all audit and lawfully permitted non-audit services performed by the independent registered public accounting firm and related fees. For a discussion of the Audit Committee's pre-approval policies and procedures, see "Audit Committee Pre-Approval Procedures" included under Proposal 3 of this proxy statement. In addition, the Audit Committee periodically meets separately with management, our independent auditors and our own internal auditors. The Audit Committee also periodically discusses with management our policies with respect to risk assessment and risk management.

Stockholders and other persons may contact our Audit Committee to report complaints about our accounting, internal accounting controls or auditing matters by writing to the following address: Teleflex Incorporated, 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087, Attention: Audit Committee. Stockholders and such other persons, including employees, can report their concerns to the Audit Committee anonymously or confidentially.

The current members of the Audit Committee are Mses. Duncan and Haggerty and Mr. Heinmiller. Ms. Duncan currently serves as chair of the Audit Committee. The Audit Committee held six meetings in 2025. The Board has determined that each of the Audit Committee members is an "audit committee financial expert" as that term is defined in SEC regulations.

The Board, acting principally through the Audit Committee, is actively involved in the oversight and management of risks that could affect us. It fulfills this function largely through its oversight of our annual company-wide risk assessment process, which is designed to identify our key strategic, operational, compliance and financial risks, as well as steps to mitigate and manage each risk. The risk assessment process is conducted by our compliance officer, who surveys and interviews our key business leaders, functional heads and other managers to identify and discuss the key risks pertaining to Teleflex, including the potential magnitude of each risk and likelihood of occurrence of adverse consequences of such risk. As part of this process, the senior executive responsible for managing the risk, the potential impact of the risk and management's initiatives to manage the risk are identified and discussed. After receiving a report of the risk assessment results from the compliance officer, members of Teleflex senior management review and discuss the results with the Audit Committee. Thereafter, the Audit Committee and our Chief Executive Officer provide the full Board with an overview of the risk assessment process, the key risks identified and measures being taken to address those risks. Due to the dynamic nature of risk, the overall status of our enterprise risks is updated periodically during each year and reviewed with the Audit Committee. In addition, the Board, acting principally through the Audit Committee, provides oversight of our cybersecurity program. The Audit Committee reviews, on at least a semi-annual basis, our cybersecurity programs and cyber risks through in-depth reviews with management. We believe these processes facilitate the Board's ability to fulfill its oversight responsibilities with respect to risks that we encounter.

The Compensation Committee oversees the review and assessment of our compensation policies and practices. We use several approaches to mitigate excessive risk taking in designing our compensation programs, including significant weighting towards long-term incentive compensation, inclusion of qualitative goals in addition to quantitative metrics in our incentive programs and maintenance of equity ownership guidelines. We believe the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our company.

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:

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

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:

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

The table below summarizes the compensation paid to non-management directors during the fiscal year ended December 31, 2025.

Change in

Fees

Nonqualified

Earned

Deferred

Or Paid in

Stock

Option

Compensation

Cash

Awards

Earnings

All Other

Name

(1)

(2)

(3)

(4)

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

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.

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.

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.

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.

We have stock ownership guidelines for our non-management directors to further align the interests of our directors with those of our stockholders. The stock ownership guidelines require our non-management directors to own shares of our common stock with an aggregate value equal to five times the annual cash retainer paid to our directors (exclusive of additional amounts provided to the committee chairs), which, based on the current $67,000 annual cash retainer, is equal to $335,000. Stock ownership value is calculated based on the number of shares owned by the director or members of his or her immediate family residing in the same household and the number of restricted stock units held by the director, including restricted stock units as to which settlement has been deferred under our deferred compensation plan. Shares underlying stock options are not included in calculating stock ownership value. Directors may not sell shares of stock underlying equity awards granted to them in respect of their service on our Board until such time as they have met the required ownership level; provided, however, that, prior to meeting the required ownership level, directors may sell shares to cover the exercise price of stock options and taxes. As of March 15, 2026, each of our current non-management directors, other than Ms. Patil, who was elected to the Board in April 2022, satisfied the stock ownership requirements.

The Audit Committee assists the Board in its oversight of the integrity of Teleflex's financial statements, Teleflex's internal control over financial reporting, the performance and independence of Teleflex's independent registered public accounting firm, the performance of the internal audit function and compliance with legal and regulatory requirements. Management has primary responsibility for preparing Teleflex's consolidated financial statements and for its financial reporting process. Management also has the responsibility to assess the effectiveness of Teleflex's internal control over financial reporting. PricewaterhouseCoopers LLP, Teleflex's independent registered public accounting firm, is responsible for expressing an opinion on (i) whether Teleflex's financial statements present fairly, in all material respects, its financial position and results of operations in accordance with generally accepted accounting principles and (ii) the effectiveness of Teleflex's internal control over financial reporting.

In this context, the Audit Committee has:

reviewed and discussed with management and PricewaterhouseCoopers LLP Teleflex's audited consolidated financial statements for the fiscal year ended December 31, 2025;

discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and

received the written disclosures and the letter from PricewaterhouseCoopers LLP regarding PricewaterhouseCoopers LLP's independence, as required by the applicable requirements of the Public Company Accounting Oversight Board, and has discussed with PricewaterhouseCoopers LLP that firm's independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, the inclusion of the audited consolidated financial statements in Teleflex's Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission.

CANDACE H. DUNCAN, CHAIR

GRETCHEN R. HAGGERTY JOHN C. HEINMILLER

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to the following current and former executive officers of our company, who are listed in the Summary Compensation Table that follows this discussion and whom we refer to as our "named executive officers."

Name Title

Liam J. Kelly Former President and Chief Executive Officer

John R. Deren Executive Vice President and Chief Financial Officer

Cameron P. Hicks Corporate Vice President and Chief Human Resources Officer Daniel V. Logue Corporate Vice President, General Counsel and Secretary James P. Winters Corporate Vice President, Manufacturing and Supply Chain Thomas E. Powell Former Executive Vice President and Chief Financial Officer

Jay K. White Former Corporate Vice President and President, Global Commercial

On January 8, 2026, we announced the departure of Liam J. Kelly from his roles as our President and Chief Executive Officer, effective as of the end of the day on January 7, 2026. Effective January 8, 2026, Stuart

A. Randle, a member of our Board, was appointed Interim President and Chief Executive Officer. The Board has engaged Spencer Stuart, a leading international executive search firm, to assist with the search for a permanent President and Chief Executive Officer. See "Executive Compensation Overview - Departure of Liam J. Kelly as President and Chief Executive Officer" in this Compensation Discussion and Analysis for additional information.

Thomas E. Powell retired as our Executive Vice President and Chief Financial Officer on April 1, 2025.

Effective April 2, 2025, John R. Deren, who previously served as our Corporate Vice President and Chief Accounting Officer, became our Executive Vice President and Chief Financial Officer. 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.

On April 29, 2025, we notified Jay K. 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. See "Executive Compensation Overview - Departure of Jay White as Corporate Vice President and President, Global Commercial" in this Compensation Discussion and Analysis for additional information.

In 2025, we executed a series of strategic initiatives designed to transform Teleflex into a leading medical device company with a focus on generating long-term value. We took steps to significantly streamline our business, narrowing our focus to the critical care and high-acuity hospital end-markets. We also completed the acquisition of substantially all of BIOTRONIK's Vascular Intervention business, which diversifies our Interventional business and adds several important strengths, including a core competency in R&D, new clinical expertise, and additional global manufacturing capabilities. These monumental initiatives position us as a more focused Teleflex, one with a simplified operating model, a leaner manufacturing footprint, and a sharper management focus that will enable us to unlock opportunities for growth and margin improvement, and compete more effectively in the high-innovation hospital and emergent care markets.

Our highlights for 2025 include:

We acquired substantially all of BIOTRONIK's Vascular Intervention business, strengthening our position in the high-growth coronary and peripheral vascular markets.

We took steps to separate our Acute Care, Interventional Urology and OEM business units from the rest of our company.

We entered definitive agreements to divest these assets for a combined total of $2.03 billion, which we refer to as the "Strategic Divestitures."

We accelerated our share repurchase activities, executing the remaining authorized amount of $300 million, and authorizing a new $1 billion share repurchase program.

We accomplished these goals while maintaining a sharp focus on building excellence across our business, especially in the areas of quality control and global supply chain. Collectively, our 2025 achievements demonstrate our agility and reflect the exceptional caliber of our employees.

We enter 2026 with a solid foundation to drive our continued transformation and accelerate our global growth. Upon completion of the Strategic Divestitures, Teleflex will have three highly complementary businesses, backed by a simplified global operating model, a lean manufacturing footprint, and an experienced management team. We will execute our capital allocation strategy, concentrating on returning capital to stockholders and making investments that support our long-term growth. In short, we will leverage our resources to maximize stockholder value and drive Teleflex to commercial excellence.

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.

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.

Our executive compensation program is designed to promote the achievement of specific annual and long-term goals by our executive management team and to align our executives' interests with those of our stockholders. In this regard, the components of the compensation program for our executives, including the named executive officers, are intended to meet the following objectives:

Provide compensation that enables us to attract and retain highly skilled executives. We refer to this objective as "competitive compensation."

Create a compensation structure that in large part is based on the achievement of performance goals. We refer to this objective as "performance incentives."

Provide long-term incentives to align executive and stockholder interests. We refer to this objective as "stakeholder incentives."

Provide an incentive for long-term continued employment with us. We refer to this objective as "retention incentives."

We fashioned the components of our 2025 executive compensation program to meet these objectives as follows:

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

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

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.

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.

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.

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"):

Align Technology, Inc. • ICU Medical, Inc.

The Cooper Companies, Inc. • Insulet Corporation

DENTSPLY SIRONA Inc. • Lantheus Holdings, Inc.

DexCom, Inc. • Masimo Corporation

Edwards Lifesciences Corporation • Merit Medical Systems, Inc.

Enovis Corporation • ResMed Inc.

Envista Holdings Corporation • STERIS plc

Haemonetics Corporation • Zimmer Biomet Holdings, Inc.

Hologic, Inc.

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.

On January 8, 2026, we announced the departure of Liam J. Kelly as our President and Chief Executive Officer, effective as of the end of the day on January 7, 2026. Effective as of January 8, 2026, Stuart A. Randle, a member of our Board, was appointed Interim President and Chief Executive Officer. The Board has engaged Spencer Stuart, a leading international executive search firm, to assist with the search for a permanent President and Chief Executive Officer.

In connection with Mr. Kelly's departure, we entered into a separation agreement with him that provides for the benefits to which Mr. Kelly is entitled in the event of a termination without cause pursuant to the terms of his existing severance agreement with us, dated March 31, 2017 (provided that outplacement benefits will be 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. Further, Mr. Kelly's outstanding equity awards will receive age and service vesting treatment upon termination to the extent applicable under his existing equity award agreements (i.e., there will be no modifications to the existing terms and conditions of his equity award agreements).

Additionally, under the separation agreement, Mr. Kelly remained an employee of ours until March 31, 2026 to provide us with transition services. Until such date, Mr. Kelly: (i) continued to receive his base salary; (ii) continued to be eligible to participate in all health and welfare benefit plans in which he was enrolled, including our 401(k) plan; (iii) received payment of the bonus payable to him pursuant to our Annual Incentive Plan in respect of the 2025 performance period; and (iv) continued to vest and settle in all equity awards granted to him by us that were scheduled to vest prior to his termination date.

On February 25, 2025, our Board appointed Mr. Deren to the position of Executive Vice President and Chief Financial Officer, effective April 2, 2025. Mr. Deren, who previously served as our Corporate Vice President and Chief Accounting Officer, succeeded Mr. Powell, who retired as our Executive Vice President and Chief Financial Officer on April 1, 2025.

In connection with Mr. Deren's promotion, he began receiving the following compensation, effective as of April 2, 2025:

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.

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.

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.

Base salary ranges for our executives are considered annually during the first quarter of the year and determined based on each executive's position and responsibility. Within these ranges, base salary increases for our executives are determined in the context of their individual range position, position tenure and performance. In addition, salary reviews may occur at other times due to events such as a promotion or other change in job responsibility.

The Compensation Committee increased salaries for Messrs. Kelly, Hicks and Logue by approximately

3.0 percent and for Mr. Winters by approximately 4.0 percent. Mr. Deren received a 33.9 percent increase, reflecting his increased responsibility within the company in connection with his assumption of the role of Executive Vice President and Chief Financial Officer.

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

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):

Disclaimer

Teleflex Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2026 at 15:35 UTC.