UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Teleflex Incorporated

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

550 East Swedesford Road, Suite 400

Wayne, Pennsylvania 19087

Notice of Annual Meeting of Stockholders

To Be Held on May 4, 2018April 30, 2021

March 30, 201826, 2021

TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:

The annual meeting of stockholders (the “Annual Meeting”) of Teleflex Incorporated will be held on Friday, May 4, 2018April 30, 2021 at 11:00 a.m., local time, at the Company’s headquarters, located at 550 East Swedesford Road, Wayne, Pennsylvania 19087, for the following purposes:

1. To elect fourthree directors to serve on our Board of Directors for a term of three years and one director to serve on our Board of Directors for a term of one year or, in each case, until their successors have been duly elected and qualified;

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

3. To vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018;2021;

4. To vote upon a stockholder proposal to declassify our Board of Directors, if properly presented at the Annual Meeting; and

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

Our Board of Directors has fixed Monday,Friday, March 5, 20182021 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.

We intend to hold the Annual Meeting in person. However, as part of our precautions regarding the ongoing COVID-19 pandemic, we are sensitive to the public health and travel concerns that our stockholders may have, as well as any protocols that federal, state and local governments may impose. In the event it is not possible or advisable for stockholders to attend the Annual Meeting in person, we will announce in advance via press release alternative arrangements for the meeting, which may include providing a webcast of the Annual Meeting. The press release, which will include details on how to access the meeting, will be posted on our website and filed with the SEC as additional proxy materials. If you are planning to participate in the Annual Meeting, please check our website prior to the meeting date. As always, you are encouraged to vote your shares prior to the Annual Meeting.

Stockholders are requested to date, sign and return the enclosed proxy card in the enclosed envelope. No postage is necessary if mailed in the United States or Canada. You may also vote by telephone by calling toll free 1-800-PROXIES(776-9437), or via the internet at www.voteproxy.com.

PLEASE VOTE — YOUR VOTE IS IMPORTANT

TABLE OF CONTENTS

TELEFLEX INCORPORATED

550 East Swedesford Road, Suite 400

Wayne, Pennsylvania 19087

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is furnished to stockholders in connection with the solicitation of proxies by the Board of Directors of Teleflex Incorporated (the “Company” or “Teleflex”) for use at the Company’s annual meeting of stockholders (the “Annual Meeting”) to be held on Friday, May 4, 2018April 30, 2021 at 11:00 a.m., local time, atthe 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 5, 2018,2021, the record date for the meeting, are entitled to vote. Each ownerstockholder 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 45,434,86046,747,758 shares of common stock outstanding.

This proxy statement and the enclosed form of proxy are being mailed to stockholders on or about March 30, 2018.26, 2021. A copy of the Company’s 20172020 Annual Report is provided with this proxy statement.

The Company will pay the cost of solicitation of proxies. In addition to this mailing, 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 reasonableout-of-pocket expenses in forwarding solicitation materials to the beneficial owners of the Company’s common stock.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on May 4, 2018April 30, 2021

This proxy statement, the accompanying Notice of Annual Meeting, proxy card and

our 20172020 Annual Report are available at http://www.teleflex.com/ProxyMaterials.

QUESTIONS AND ANSWERS

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 in order 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 “brokernon-votes” will have no effect on the vote.

Approval of each of the other proposals requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Accordingly, abstentions have the same effect as votes against a proposal, while brokernon-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;compensation or the stockholder proposal to declassify our Board of Directors; 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 a voting instruction form for this purpose.

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record, or a “record holder,” with respect to those shares, and you may submit a proxy card and vote those shares in the manner described in this proxy statement.

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 should provide you with a voting instruction form that you use to give instructions as to how your shares are to be voted.

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

The shares represented by a proxy will be voted in accordance with the instructions you provide on the proxy card or that you submit via telephone or the internet, unless the proxy is revoked before it is exercised. Any proxy card which is signed and returned but does not indicate voting instructions will be treated as authorizing a vote 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 2018.2021 and ABSTAIN as to the stockholder proposal regarding board declassification.

If you were a beneficial owner of shares at the close of business on the record date, you may vote your shares are held by aproviding instructions to your broker, bank or other holder of record,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 holder of record,nominee, contact that institution for instructions.

Any Company stockholder as of the close of business on March 5, 2021 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.

In light of the ongoing COVID-19 pandemic, the Annual Meeting will be conducted in compliance with limitations on public gatherings mandated by federal, state and local authorities and other preventive measures recommended by public health experts. These measures are expected to include conducting health screenings for all attendees prior to admission to the meeting, enforcing optimal social distancing guidelines for all attendees and requiring all attendees to wear masks. Health screening prior to admission to the Annual Meeting are expected to include a temperature scan and completion of a questionnaire concerning potential exposure to COVID-19 and the presence, or absence, of symptoms associated with COVID-19. Any individual who refuses to complete a questionnaire, wear a mask or submit to screening or who answers a screening question affirmatively or displays any symptoms that could be related to COVID-19 will not be permitted to attend the Annual Meeting in person.

Even if you plan to attend the meeting in person, you are strongly encouraged to vote your shares by submitting a proxy.

As part of our precautions regarding the ongoing COVID-19 pandemic, we are sensitive to the public health and travel concerns that our stockholders may have, as well as any protocols that federal, state and local governments may impose. In the event it is not possible or advisable for stockholders to attend our annual meeting in person, we will announce in advance via press release alternative arrangements for the meeting, which may include providing a webcast of the annual meeting. The press release, which will include details on how to access the meeting, will be posted on our website and filed with the SEC as additional proxy materials. If you are planning to participate in the Annual Meeting, please check our website prior to the meeting date. As always, you are encouraged to vote your shares prior to the Annual Meeting.

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board of Directors (the “Board”) currently consists of nine members divided into three classes, with one class being elected each year for a three-year term. In February 2018, our Board approved an increase in the size of the Board from nine to ten directors, effective immediately prior to the Annual Meeting.

At the Annual Meeting, fourthree directors will be elected for terms expiring at our annual meeting of stockholders in 2021 or until2024 and upon their successors are duly elected and qualified, and one director will be elected for a term expiring at our annual meeting of stockholders in 2019 or until his successor isbeing duly elected and qualified. The Board, upon the recommendation of the Nominating and Governance Committee, has nominated Candace H. Duncan, Liam Kelly, Stephen K. Klasko, M.D. and Stuart A. Randle for election to the Board for three-year terms and Andrew A. Krakauer for election to the Board for aone-year term.terms. Ms. Duncan, and Messrs.Dr. Klasko and Mr. Randle are continuing directors who previously were elected by our stockholders. Mr. Krakauer was appointed as a director by our Board in December 2017 to fill a vacancy created as a result of the retirement of Jeffrey Graves, one of our former Board members. Mr. Kelly, our President and Chief Executive Officer, is a new nominee who, if elected, will fill the vacancy created as a result of the increase in the size of the Board from nine to ten directors.

Our bylaws generally require that, in order 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’sdirector 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 notre-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 Form8-K filed with the SEC.

Our goal isWe seek to assemble a Board that operates cohesively and works with management in a constructive way so as to deliver long term stockholder value. In addition, the Board believes it operates best when its membership reflects a diverse range of experiences, and areas of expertise.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. In evaluating nominees for election to the Board, our Board and Governance Committee consider diversity principally from the standpoint of differences in occupational experience, education, skills, race, gender and national origin. 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. Currently, 22% of the directors on our Board are women. While we currently do not have any directors who self-identify as racially or ethnically diverse, in connection with its succession planning efforts and in addition to certain specified criteria related to business experience and areas of expertise, our Board has determined to prioritize the inclusion of racially and ethnically diverse candidates as part of the pool of potential director nominees to be considered with respect to the next director to be added to our Board.

We believe our current directors possess valuable experience in a variety of areas, which enables them to guide Teleflex in the best interests of the stockholders, and that the collective experience and expertise of the Board would be enhanced by the addition of Mr. Kelly, who has not previously served on the Board.stockholders. Information regarding each of our nominees and continuing directors is set forth below.

Nominees for election to the Board of Directors – Terms Expiring in 20212024

						Dr. Klasko’s background in medicine and business enables him to provide valuable insights with regard to our strategic and growth initiatives. His background in medicine enables him to provide a unique and practical perspective regarding the application and marketing of our medical device products, as well as trends in global healthcare markets.
Stuart A. Randle			-			Mr. Randle, 58,61, has been a director of Teleflex since 2009 and currently serves as chair of the Nominating and Governance Committee and as a member of the Compensation Committee. SinceMr. Randle retired in December 2015, he has been2018 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

NomineeIn the unlikely event that any nominee becomes unable or unwilling to stand for election, tothe 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 – Termdirectors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES.

The following individuals currently serve as directors in the two other classes. Their terms will end at the Annual Meetings in 2022 and 2023, respectively.

Terms Expiring in 20192022

In the unlikely event that any nominee becomes unable or unwilling to stand for election, the proxies may be voted for one or more substitute nominees designated by the Board, or the Board may decide to reduce the number of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES.

The following individuals currently serve as directors in the two classes having terms that will end at the Annual Meetings in 2019 and 2020, respectively.

Terms Expiring in 2019

Terms Expiring in 20202023

				Mr. Smith held several executive and senior level positions at C.R. Bard, Inc. during his approximately 25 year tenure at that company. Most recently, Mr. Smith served as C.R. Bard’s President and Chief Operating Officer, and from 1994April 2015 to 1998.April 2016, he served as our Executive Vice President and Chief Operating Officer. Mr. SmithKelly also served as our Executive Vice President and President, Americas from April 2014 to April 2015, and as our Executive Vice President and President, International from June 2012 to April 2014. Earlier, he held several positions with regard to our EMEA segment, including President from June 2011 to June 2012, Executive Vice President from November 2009 to June 2011, and Vice President of Marketing from April 2009 to November 2009. Prior to joining Teleflex, Mr. Kelly held various senior level positions with Hill-Rom Holdings, Inc., a medical device company, from October 2002 to April 2009, serving as its Vice President of International Marketing and R&D from August 2006 to February 2009. Mr. Kelly is currently serves on the boardsa director of a variety of academic and health-related organizations, including the Advanced Medical Technology Association.Colfax Corporation.   Mr. Smith’sKelly’s extensive experience in the medical device industry and past experience asintimate knowledge of our Chief Executive Officerbusiness enables him to shareprovide meaningful perspectives regarding our operations, strategic planning and growth initiatives. In addition, his management and consulting experience enables Mr. Smith to provide a wide range of perspectives on management issues.

CORPORATE GOVERNANCE

Corporate Governance Principles and Other Corporate Governance Documents

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, 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 function and that relate to any element of the code of ethics definition enumerated in Item 406(b) of the SEC’s Regulation S-Kwill be disclosed on our website promptly following the date of such amendment or waiver.

Board Independence

The Board has affirmatively determined that George Babich, Jr., Candace H. Duncan, W. Kim Foster,
Gretchen R. Haggerty, John C. Heinmiller, Stephen K. Klasko, Andrew A. Krakauer, Richard A. Packer and Stuart A. Randle are independent within the meaning of the listing standards of the New York Stock Exchange (the “NYSE”). All of the independent directors 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 Committee and Compensation CommitteeCommittees meet the additional independence requirements of the NYSE and the SEC applicable to audit committee and compensation committee members. In making its determination with respect to Dr. Klasko, the Board considered his positionthe Company’s sale of products to an entity for which he serves as President and Chief Executive Officer of Thomas Jefferson University, a health sciences university (“TJU”), and Jefferson Health, a regional integrated healthcare organization (“JH”),chief executive officer. In making its determination with respect to which we have sold products for many years. After reviewing the transactions and our business relationship with TJU and JH,Mr. Packer, the Board determined thatconsidered the Company’s sale of products to an entity for which he serves as non-executive Chairman. In making its determination with regard to Mr. Heinmiller, the Board considered the Company’s sale of products to an entity for which he serves as a director. Based on its review, and after considering the amounts involved and the lack of Dr. Klasko does not have aKlasko’s, Mr. Packer’s or Mr. Heinmiller’s direct or indirect material interestinvolvement in the respective transactions, the Board concluded that Dr. Klasko’s, Mr. Packer’s and that our businessMr. Heinmiller’s relationships with TJU and JH generally dothe respective entities did not impair Dr. Klasko’stheir independence.

To assist the Board in making independence determinations, the Board has adopted the following categorical standards.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 may not be considered independent:

member who is a current employee of such a firm and personally works on the Company’s audit, may not be considered independent.

Lead Director

The Lead Director is an independent director of the Board whose authority, duties and responsibilities include:

The Lead Director is appointed annually by the independent directors of the Board. The independent directors of the Board have the authority to modify the Lead Director’s duties and responsibilities, remove the Lead Director and appoint a successor. Mr. Babich currently serves as our Lead Director.

PositionsBoard Leadership Structure

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.

The Board appointed Mr. Kelly to succeed Mr. Benson Smith as Chairman, effective May 2020. In making its decision to appoint Mr. Kelly as Chairman, our Board determined that, in his role as our President and Chief Executive Officer, Mr. Kelly is the director most familiar with our business and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Moreover, Mr. Kelly is able to effectively communicate Board strategy to the other members of management and efficiently implement Board directives.

Mr. Smith previously served as our Chairman and Chief Executive Officer. Following his retirement as Chief Executive Officer on December 31, 2017, he has continued to serve asnon-executive ChairmanAll of the Board. Therefore, effective January 1, 2018,other directors on our Board are independent, which facilitates the positionsprovision of Chairmanindependent oversight and Chief Executive Officer were separated. We believe thatinput. Mr. Smith’s leadership skills, demonstrated by his service as our Chief Executive Officer over the past seven years, coupled with his intimate knowledgeKelly is not a member of our operationsprincipal Board committees, and the medical device industry generally, make him well qualified to serveindependent directors regularly meet in executive session outside the presence of management and under the leadership of our Lead Director, as ourdiscussed in more detail below under “Executive Sessions of non-executiveNon-Management ChairmanDirectors.” The activities of the Board. TheLead Director further enhance the Board’s ability to evaluate management performance and otherwise fulfill its oversight responsibilities. Moreover, the Lead Director is consulted on the proposed agendas for Board has no policy with respectand committee meetings in order to the separationmake sure that key issues and concerns of the roles of Chairman and Chief Executive Officer.Board are addressed.

Executive Sessions ofNon-Management Directors

Directors who are not executive officers or otherwise employed by us or any of our subsidiaries, whowhom we refer to as the“non-management directors,” meet regularly in accordance with a schedule adopted at the beginning of each year and on such additional occasions as aany non-management director may request. Such meetings are held in executive session, outside the presence of any directors who are executive officers. The ChairmanLead Director presides over such meetings.

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 Lead Director, thenon-management directors as a group or the Chairman or other members of the Audit Committee through the Teleflex ethics line website at www.teleflexethicsline.com.www.teleflexethicsline.com.

The Board and Board Committees

The Board held eightsix meetings in 2017.2020. 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 2017.2020. The Board does not have a formal policy concerning attendance at our annual meeting of stockholders, but encourages all directors to attend. All of theour Board members attended the 20172020 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 aNon-Executive Equity Awards Committee, whose sole member is Mr. Smith.Kelly. TheNon-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 – 20172020 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 and overseeing the evaluation of the Board and management.Board.

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, directorswe 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. Krakauer was initially recommended by a third-party search firm.

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 thea candidate in connection with our 20192022 Annual Meeting, a stockholder must submit the following information by February 3, 2019:January 30, 2022:

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 statement and proxy card 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, 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 2022 annual meeting of stockholders, see “Stockholder Proposals” 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 Messrs. Klasko, Packer and Randle. Mr. Randle currently serves as chair of the Nominating and Governance Committee. The Nominating and Governance Committee held four meetings in 2017.2020.

Compensation Committee

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

review succession and management development plans and policies for our Chief Executive Officer and our other senior executives.

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, the BECC reviewsmembers of Teleflex senior management review and discussesdiscuss the results with the Audit Committee. Thereafter, the Audit Committee providesand 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 the course of each year and reviewed with the Audit Committee. We believe this process facilitates 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 a number of 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.

Director Compensation – 20172020

Each director who is not a Teleflex employee receives compensation for his or her service as a director, which consists of an annual cash retainer, payable in equal monthly installments, an annual stock option grant, a restricted stock unit award and meeting attendance fees. TheOur chairman (if he or she is not a Teleflex employee) and the chairpersons of our Audit, Compensation and Nominating and Governance committeesCommittees receive an additional annual cash retainer, and our Lead Director receives an additional annual restricted stock unit award. In addition, upon their first election or appointment to the Board,non-management directors receive a grant of an option to purchase shares of our common stock.

For 2017,2020, the amounts payable under ournon-management director compensation program were as follows:

Effective in January 2018, an additional annual cash retainer of $100,000 is provided to the Chairman of the Board.

In February 2018,2021, our Board approved changes with respect to certain components of its annual compensation, effective immediately after conclusion of the Annual Meeting. Specifically, the Board approved increases in the annual cash retainer paid to allnon-management directors, the value of the annual equity awards granted to allnon-management directors and the value of stock options granted tonon-management directors upon their initial election to the Board and the annual retainer paid to our Lead Director.Board. The Board approved these changes after considering the results of a director compensation review undertaken by its compensation consultant, Frederic W. Cook & Co., Inc., and considering that there had not been an increase in Board compensation since 2016. The amounts payable under our director compensation program, as revised, are as follows:

The table below summarizes the compensation paid tonon-management directors during the fiscal year ended December 31, 2017.2020.

Director Stock Ownership Guidelines

We have stock ownership guidelines for ournon-management directors to further align the interests of our directors with those of our stockholders. The stock ownership guidelines require ournon-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 $45,000$55,000 annual cash retainer, is equal to $225,000 and, following the increase in the cash retainer to $55,000 that will be effective immediately after the conclusion of the Annual Meeting, will be equal to $275,000. 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 set forth in the table below, at December 31, 2017,2020, each of our currentnon-management directors other than Mr. Krakauer, who was elected to the Board in January 2018, satisfied the stock ownership guidelines.requirements.

AUDIT COMMITTEE REPORT

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:

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 onForm 10-K for the year ended December 31, 2017,2020, for filing with the Securities and Exchange Commission.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis describes in general our executive compensation program and also includes a discussion of modifications made to that program with respect to 2020 in connection with the impact of the global pandemic caused by the COVID-19 novel strain of coronavirus that impacted world economic and business conditions generally, and our operations and financial results in particular, during the year. As discussed below, the Compensation Committee of our Board of Directors consulted with its independent compensation consultant regarding the impact of COVID-19 on our executive compensation programs, and concluded that the decisions it ultimately made are generally consistent with similar actions taken by our peer companies and in the market generally, and that such decisions are appropriate to recognize strong performance by our executive officers in the context of the challenges presented by the pandemic.

INTRODUCTION

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 who we refer to as our “named executive officers”:

In October 2020, Mr. Smith retiredLeyden notified us that he will retire on March 31, 2021 to pursue a career in public interest. Mr. Leyden served in his role as our Chief Executive Officer onCorporate Vice President, General Counsel and Secretary until December 31, 2017. Effective2020, and will remain with us through March 31, 2021 as a senior advisor until his retirement date. Daniel V. Logue became our Corporate Vice President, General Counsel and Secretary effective January 1, 2018, Mr. Kelly, who previously served as our President and Chief Operating Officer, became our President and Chief Executive Officer. Mr. Smith continues to serve on our Board of Directors asnon-executive Chairman of the Board.2021.

EXECUTIVE COMPENSATION OVERVIEW

Compensation Objectives

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:

We fashioned the components of our 20172020 executive compensation program to meet these objectives as follows:

Key Compensation Practices and Policies

Role of Compensation Committee, Chief Executive Officer and Compensation Consultant

The Compensation Committee of ourthe Board of Directors is responsible for the oversight of our executive compensation program. In 2017,2020, the Compensation Committee generally made all decisions concerning compensation awarded to the named executive officers other than Mr. Smith.Kelly. Determinations concerning Mr. Smith’sKelly’s compensation were made by the independent members of our Board of Directors.the Board. In making these compensation decisions, both the Compensation Committee and the independent members of the Board of Directors were assisted by the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc., which we refer to below as “FW Cook.” FW Cook was engaged directly by the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to SECNYSE 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. Smith,Kelly, with the assistance of our human resources department and FW Cook, provided statistical data to the Compensation Committee to assist it in determining appropriate compensation levels for our executives. He also provided the Compensation Committee with recommendations as to components of the compensation of our executives. Mr. SmithKelly did not make recommendations as to his own compensation. While the Compensation Committee utilized this information and considered Mr. Smith’sKelly’s observations with regard to other executive officers, the ultimate determinations regarding compensation for our executive compensationofficers, other than Mr. Kelly, were made by the Compensation Committee. The Compensation Committee also provided recommendations regarding Mr. Smith’sKelly’s compensation, subject to approval by the independent directors.members of the Board.

Determination of Compensation

In making its compensation determinations and recommendations for 2017,2020, the Compensation Committee took into account anconsidered materials regarding executive compensation review report preparedprovided by FW Cook in October 2016 that provided data regarding compensation for executives of other companies serving in capacities similarDecember 2019 and January 2020. Specifically, with respect to Mr. Kelly, the named executive officers. Specifically, theCompensation Committee reviewed a report provided an analysis ofby FW Cook that analyzed the compensation of our named executive officersMr. Kelly in comparison to compensation provided to executiveschief executive officers serving in similar capacities for companies within our designated peer group or included in selected national survey data.group. The peer group compensatory data and survey compensatory data referenced in the executive compensation review report reflected an adjustmentwas adjusted to January 1, 2017,2020, using a 3% per annum rate of increase.

Generally, in selecting a peer group company, we use the following selection criteria:

The peer group that we utilized for 2020 was the same as the peer group we utilized for 2019, which was selected by the Compensation Committee following consideration of a report provided by FW Cook in October 2018 that included recommendations regarding the composition of the peer group. Not every company in the peer group we ultimately selected meets all of the peer group selection criteria. Nevertheless, we believe that each of the companies we selected represents a reasonable peer from the standpoint of size and business attributes.

Based on the foregoing criteria, the Company added Align Technology, Inc. to the peer group. CareFusion Corporation and Sirona Dental Systems, Inc. were removed from theThe peer group because they were respectively acquired by Becton, Dickinson and Company and DENTSPLY International Inc. (which changed its name to DENTSPLY SIRONA Inc.) prior to the period covered by FW Cook’s executive compensation review report. Alere Inc. also was removed from the peer group because its acquisition by Abbott Laboratories was pending (the acquisition was completed in October 2017).

Therefore, the peer groupfor 2020 included the following companies:companies (sometimes referred to below as the “Executive Compensation Peer Group”):

We referIn addition to thisreviewing information from the peer group, as our “Executive Compensation Peer Group.”

To provide an additional competitive reference source, the Compensation Committee also considered data from the Radford Global Technology Survey relating to companies with revenues in the rangeevaluates executive compensation by reviewing surveys that cover a wider group of$1-3 billion. The Compensation Committee’s use of this data constituted a change from the data it previously used, which was derived from the Hewitt Executive general industry survey (using all manufacturing companies) and the Radford Global Life Sciences Survey, a survey focused on life sciences relevant companies. The Compensation Committee approved this change because Radford revised its Global Technology Surveyreviews these surveys to include data from several medical device companies,help assess the broader market in which made the survey data more closely approximateCompany competes for talent to supplement the peer group data.perspective. In reviewing the survey data, the Compensation Committee considered only the aggregated data provided by the surveys. The identity of the individual companies comprising the survey data was not reviewed or considered by the Compensation Committee in its evaluation process. Therefore, the Compensation Committee does not consider the identity of the companies comprising the survey data to be material information in this context.

The historical data provided by FW Cook was adjusted to January 1, 2020, using a 3% per annum rate of increase, unless forward-looking compensation was disclosed. 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 betweenwithin a competitive range of the median and the 75^th percentile 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 performance.internal pay parity. Therefore, our executives’ target compensation may be more or less than the competitive range in any given year.

Retirement of Benson F. Smith as Chief Executive Officer and Appointment of Liam J. Kelly as President and Chief Executive Officer

On February 21, 2017, Mr. Smith informed the Board of his intention to retire as Chief Executive Officer, which became effective December 31, 2017. Mr. Smith currently serves asnon-executive Chairman of the Board. In addition, on February 21, 2017, the Board designated Mr. Kelly as Mr. Smith’s successor, promoting Mr. Kelly to the position of President and Chief Executive Officer, effective January 1, 2018.

In connection with Mr. Kelly’s promotion, he began receiving the following compensation, effective as of January 1, 2018:

In addition, in February 2018, our Board approved a 2018 long-term incentive compensation award for Mr. Kelly with a target value of $3,100,000.

In making its compensation determinations with respect to Mr. Kelly’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 Mr. Smith’s retirement, the Board approved our entry into a consulting agreement with Mr. Smith, under which he will provide support to Mr. Kelly with respect to specified transition matters. The consulting agreement has a term of two years, from January 1, 2018 through December 31, 2019. During the term of the Consulting Agreement, Mr. Smith will receive an annual fee of $406,250, payable each year in twelve equal monthly installments. The amount of the fee is based upon the estimated 130 hours of time per year that Mr. Smith is expected to devote to his consulting efforts, at the rate of $3,125 per hour; any additional consulting work by Mr.  Smith, for which he will be paid at the same hourly rate, will be subject to the approval of the Chief Executive Officer.

20172020 COMPENSATION

Salaries

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. 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 recommended a 2.5 percent increase in Mr. Smith’s salary and increased salaries for the otherall named executive officers other than Mr. Winters by 2.5approximately 3.0-5.0 percent. Mr. Winters’ salary was increased by approximately 26.5 percent except as noted below. Mr. Kelly received a 5.0 percent increase, reflecting his increasing responsibilities within our company

in advancelight of his assuming the position of Chief Executive Officer. Mr. Leyden’s 8.0 percent increase and Mr. Kennedy’s 7.0 percent increase reflected peer group and survey data indicating that their salaries were substantially below the median salaries of executivesincreased duties upon his appointment as Corporate Vice President, Manufacturing & Supply Chain in similar positions within the peer and survey group companies.February 2020.

Annual Executive Incentive Compensation

General

We structured our 2017 annual incentive program to provide a maximum payout based on “Operating Profit.” We used this structure in order to enhance our ability to deduct all amounts awarded under the plan by providing awards that would be deemed to constitute “performance based compensation” for purposes of Section 162(m) of the Internal Revenue Code. Section 162(m) limits to $1 million the deductibility of taxable compensation received by our Chief Executive Officer and other specified executive officers, unless the compensation qualifies as “performance based compensation.”

Specifically, under the annual incentive program for 2017, we set maximum awards equal to three percent of our 2017 Operating Profit for Mr. Smith and equal to 1.5 percent of our 2017 Operating Profit for other executive officers subject to Section 162(m). “Operating Profit” means our net revenues, reduced by (a) cost of goods sold, (b) research and development expenses, (c) selling, general and administrative expenses and(d) non-controlling interest. Gains or losses on sales of businesses and assets, restructuring and impairment charges, interest income and expenses, and taxes on income are excluded from the measure. In addition, the measure is adjusted to eliminate the impact of businesses acquired during the fiscal year. We make further adjustments to eliminate the impact of any changes in accounting rules or in their application, and any changes in applicable laws, to the extent not contemplated as part of our annual operating plan. No such adjustments were made in 2017.

However, the actual annual incentive opportunities provided to our named executive officers were not designed to provide the maximum payout described above. Instead, we generally exercise negative discretion to reduce the awards to amounts that could not exceed a maximum of two times a specified percentage of an executive’s salary. The actual amount awarded is principally based upon achievement with respect to financial performance measures, with a considerably smaller component based on individual performance. Therefore,Under our annual incentive program, subjectswe provide meaningful cash incentive opportunities that are principally based upon the achievement of financial performance objectives. As a meaningfulresult, a significant amount of an executive’s total cash compensation is subject to the achievement of our financial performancethese objectives.

For our named executive officers generally, In 2020, for Messrs. Kelly, Powell, Leyden and Hicks, 90 percent of the target award opportunity iswas based on financial performance measures. For Mr. Kennedy,Winters, 50 percent of the target award opportunity iswas based on financial performance measures and 40 percent iswas based on performance measures related to our Global Operations function. The remaining ten percent of eachan executive officer’s target award opportunity iswas based on individual performance. We continue to believe that emphasizing financial performance encourages a unified commitment by our executives to performance that we believe directly affectscan enhance stockholder value.

The amountAs discussed below, the impact of the COVID-19 pandemic on our operations and financial results during 2020 caused achievement with respect to the targets set for our 2020 annual incentive program, which were established before the impacts of the pandemic were foreseen, not to be reflective of the strong performance of our executives in significant respects during 2020, and as a result, our Compensation Committee elected to adjust the annual incentive awardcompensation payable to be paidour executives for 2020 as compared to an executive in respect of the financial performance objectives described above may be further adjusted, within the maximum award limit, upon consideration of additional factors. No such adjustments were made in 2017.what measurement against these targets would have reflected.

20172020 Award Components

The Compensation Committee determined to use the same corporate financial performance measures in 20172020 as it used in 20162019, except in exercising its negative discretion.the case of Mr. Winters, who in addition to corporate financial performance measures was also assigned certain measures relating to global operations. The weighting assigned to the corporate financial performance measures for Messrs. Kelly, Powell, Leyden and Hicks also was unchanged.

In addition to the adjustments pertaining to specific financial performance measures described below, the following adjustments, which are referred to below as the “general adjustments,” were made with respect to each of the financial performance measures. The general adjustments 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 were as follows (adjustments were not made for acquisitions of distributors of our products made as part of our ongoing program 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 throughsub-distributors, to direct distribution through thesub-distributors or newsub-distributors (our “distributor to direct” strategy)):

These adjustments were made to reduce the possibility that participants unduly benefit or suffer as a result of meaningful increases or decreases in actual results due to acquisition or disposition activities not contemplated by our annual operating plan. However, we did not make adjustments with regard to acquisitions that were part of our “distributor to direct” strategy because the principal focus of those acquisitions was to convert certain of our distributor sales channels to direct sales or to direct distribution throughsub-distributors rather than to expand our operations through the acquisition of new businesses or products. While general adjustments could be applied to divestitures, we had no divestitures in 2017.

The general adjustments also included adjustments to the actual results with respect to each performance measure to eliminate the impact of any changes in accounting rules and applicable laws, to the extent not contemplated in our annual operating plan, or, if approved by the Compensation Committee in its sole discretion, to adjust target amounts and/or actual results with respect to each performance measure to address any extraordinary, unusual,non-recurring or otherwise unanticipated events.

The performance measures under our 20172020 annual incentive program for our named executive officers, other than Mr. Kennedy,Winters, are set forth immediately below. All of these targets were established early in 2020 and without regard to the potential impacts of the COVID-19 pandemic.

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.

debt discount on our 3.875% Convertible Notes due 2017 (“convertible notes”); increases or decreases in the accounting dilution associated with our convertible notes and the related call options and warrants that we used to hedge against a portion of our common stock dilution resulting from conversions of the convertible notes; the impact of our repurchases, if any, of our common stock;gains or losses on sales of businesses and assets to the extent not included in our annual operating plan; any debt refinancing or other transactions affecting the capital structure of our company, to the extent not otherwise contemplated by our annual business plan; the impact of increases or decreases in the liabilities associated with our contingent consideration payment obligations related to completed acquisitions; 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” strategy, as well as decreases in cost of goods sold as such repurchased inventory subsequently is sold; the impact of any changes to reserves related to uncertain tax positions (calculated in accordance with Financial Accounting Standards Board Accounting Standards CodificationSection 740-10-25, “Income Taxes – Overall – Recognition”) with respect to prior years, net of any costs of settlement or otherwise concluding such matters, but not including normal return to accrual adjustments booked in the ordinary course; tax benefits or detriments resulting from the retroactive application to any prior year of any newly enacted tax legislation; and the impact of any statutory rate changes on deferred taxes. Special charges include 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 such charges have been approved by the Compensation Committee. Special charges also include certainone-time, extraordinary charges.

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 integration of acquisitions completed during the year, to the extent that such charges are among adjustments resulting in non-GAAP financial measures included in our public disclosures; charges incurred in connection with the relabeling of products and product registrations associated with the relocation of a specified United States facility; 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.

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 with regard to the pursuit of other operating initiatives. We made the further adjustments to cash flow described above because the adjusted payments or refunds, if not excluded, would impair the utility of the performance measure as a reflection of management’s overall performance in 2020.

We include individual performance as a performance measure in order to focus our executives on their individual performance and our corporate performance outside of the development and implementationcontext of specified financial performance measures. Mr. Kelly’s satisfaction of his individual performance objectives was evaluated by our overall strategy and efforts relatedindependent directors following a recommendation by the Compensation Committee. The Compensation Committee determined the amount of the award to development and executionbe allocated to each of our organization strategy and structure.the other named executive officers with respect to their performance after considering Mr. Kelly’s recommendations.

We use global operations financial performance as a performance measure for Mr. Winters because we believe it is a reliable overall measure of the performance of our OEM reporting segment are not included in Global Operations Financial Performance because Mr. Kennedy does not have responsibilityglobal operations function. Therefore, we believe a significant portion of the target award for managing thean executive who is responsible for operations of that reporting segment.management should be based on this metric.

Based on the foregoing considerations, the target established for each performance measure, and the percentage of target performance that would entitle a participant to a minimum or maximum payoutaward with respect to each measure and the amount achieved in respect of each performance measure were as follows (percentages are approximate):

20172020 Executive Incentive Compensation Targets and Awards

The target award opportunity as a percentage of salary for each named executive officer was unchanged from 2016. The target award payable to a named executive officer for 20172020 if the target financial performance-based objectives were achieved and 100 percent of the individual performance award opportunity was paid is equal to a specified percentage of the executive’s salary, as shown on the following table:

The target award opportunity as a percentage of salary indicated in the table above for each named executive officer is unchanged from 2019 for Messrs. Kelly and Powell, increased from 45% to 50% for Messrs. Leyden and Hicks and increased from 40% to 50% for Mr. Winters.

The following table provides information for each named executive officer regarding the applicable performance measures, target awards for each performance measure and actual payments with respect to each performance measure based on actual performance in 2017:2020:

Based on the applicable levels of achievement described above, aggregate payments to each of the named executive officers were as follows:

The actual award payments to our named executive officers under the terms of our 2020 annual incentive program are reflected in the“Non-Equity Incentive Compensation” column of the Summary

Compensation Table.

Supplemental Awards

In addition As discussed below under “Impact on our Executive Compensation Program Relating to the award described above with respectCOVID-19 Pandemic,” our Compensation Committee elected to pay additional amounts to our 2017 financial and individualnamed executive officers for their performance objectives, our Board approved a supplemental $1 million cash award for Mr. Smith. The award principally is intended to recognize the significant stockholder value created through the $4 billion growth in our market capitalization in 2017 under Mr. Smith’s leadership, and also is intended to recognize his leadership with respect to our completion of two key acquisitions in 2017, designed to position our company for future growth. The Compensation Committee also approved a supplemental

$50,000 cash award for Mr. Leyden,2020, which was intended to recognize his significant contributions towards completion of the two key acquisitions in 2017. The size and structure of these awards were determined by our Board and Compensation Committee following consultation with F.W. Cook.

Messrs. Smith’s and Leyden’s supplemental awards are reflected in the“Non-Equity Incentive Compensation” “Bonus” column of the Summary Compensation Table.

Equity Incentive Compensation

Our equity incentive compensation program is designed to promote achievement of corporate goals, encourage the growth of stockholder value, enable participation in our long-term growth and profitability and serve as an incentive for continued employment. In addition, the value of our equity compensation also is designed to reflect the contribution of each executive officer to our company’s objectives,business strategy, the executive’s individual performance and other factors. In setting the value of our equity incentive compensation for executives, we generally considered the extent to which the equity incentive compensation value would enable the target total direct compensation paid to our executives to be within thea competitive range of the median to 75th percentile of companies referenced in the comparative data that the Compensation Committee reviewed. As previously disclosed,data. In this regard, we increased the total target equity compensation opportunity for Messrs. Powell, Leyden and Hicks by 3.0% in recognition of their performance. We increased Mr. Kelly’s total target equity compensation by 16.9% to more closely approximate median compensation referenced in the comparative data. Mr. Winters’ total target equity compensation was increased by 56.3% as a result of his increased duties upon his appointment as Corporate Vice President, Manufacturing & Supply Chain in February 2020.

The following table shows the total target equity incentive compensation opportunity for executive officers in both 2015 and 2016 because, based on its review of an FW Cook analysis of peer group and survey data, the Compensation Committee determined that the value of equity incentive compensation was meaningfully below the general competitive range guidelines. Nevertheless, the comparative data provided by FW Cook and reviewed by the Compensation Committee in connection with its 2017 compensation determination indicated that the value of the equity incentive compensation opportunities for all of our named executive officers other than Mr. Powell continued to be below our general competitive range guidelines. As a result, in 2017, we further increased the dollar amount of the equity compensation opportunityapproved for each of our named executive officers other than Mr. Powell, as set forth in the following table:for 2020:

OurComponents of the Equity Incentive Compensation Program

In 2020, our equity incentive compensation for 2017opportunity consisted of grants of stock options, and restricted stock units.units and performance stock units, allocated in the same proportions as in 2019. We designed these components to align the interests of our named executive officers to our stockholders by providing an incentive to our executives to achieve performance that should have a favorable impact on the value of our common stock.

In 2017, we continued to allocate 65allocated 55 percent of the total target equity incentive compensation opportunity to stock options because we believedcontinue to believe that stock price appreciation should be the principal determinant of the economic return received by our executives from equity compensation, and absent such appreciation, stock options would have no value. As such, we consider stock options to be performance basedperformance-based compensation that provides a strong alignment between return to stockholders and the compensation of executives. The remaining 35

We allocated 25 percent of the total equity incentive compensation opportunity was allocated to restricted stock units, which we granted to provide a retention incentive forincentives to our executives to continue as employees of our company and an incentive to increase stockholder value.

We routinely evaluate and considerFinally, we allocated 20 percent of the type of awards granted under ourtotal equity incentive programcompensation opportunity to performance stock units, or “PSUs.” We granted performance stock units to increase management’s focus on longer-term, profitable growth opportunities, including both internal growth and may,growth through acquisitions, while maintaining stockholder value. In addition, we believe the performance criteria for vesting of the performance stock units, which are described below, appropriately condition superior pay

on superior performance, consistent with our objective to create a compensation structure that in large part is based on achievement of performance goals. Finally, we believe that the future, decide that other typespotential adjustment of awards are appropriatethe number of vested units based on changes in our stock price relative to providea specified peer group, as described below, adds a useful competitive element and directly aligns our executives’ incentives that promote our goals and objectives.

Stock Option Awards

In accordance with the equity award allocation described above, we granted stock options to our named executive officers in 2017 based upon 652020 that represented 55 percent of their respective total equity incentive compensation opportunities. Using a Black-Scholes methodology, we valued the stock options granted in February 20172020 at $35.66$85.03 per underlying share.

As a result of these computations, the named executive officers received stock options for the respective numbers of underlying shares set forth below:

In contrast to the valuation we use to determine the number of shares underlying stock options that we grant to the named executive officers, the dollar amountamounts for option awards shownincluded in the “Option Awards” column of the Summary Compensation Table generally reflects the aggregate grant date fair value of theeach named executive officer’s award, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation –— Stock Compensation,” which we refer to below as “ASC Topic 718.” See note 3 to the Summary Compensation Table for further information.

For additional information regarding terms of stock options granted to the named executive officers, see the footnotes accompanying the Grants of Plan-Based Awards table.

Restricted Stock Units

In February 2017,2020, we granted restricted stock units to our named executive officers based upon 35that represented 25 percent of their respective total target equity incentive compensation opportunities. Upon vesting, a restricted stock unit is converted into one share of our common stock. We valued the restricted stock units granted in February 20172020 at $166.39$377.19 per share. These values wereunit. This value was determined based upon the30-day trailing average closing price of our common stock as of the date on which the grant of the restricted stock units were approved, discounted by the present value of estimated future dividends to be declared on our common stock during the applicable vesting period, as the holders of restricted stock units do not have dividend rights.

As a result of these computations, the named executive officers received restricted stock units for the respective numbers of shares set forth below:

In contrast to the valuation we use to determine the number of restricted stock units awarded to the named executive officers, the dollar amounts for restricted stock units shownincluded in the Summary Compensation Table, which constitute a portion of the amount included in the “Stock Awards” column of the Summary Compensation Table, generally reflect the aggregate grant date fair value of each named executive officer’s award, determined in accordance with ASC Topic 718. See note 2to2to the Summary Compensation Table for further information.

For additional information regarding restricted stock unit terms, see the footnotes accompanying the Grants of Plan-Based Awards table.

Performance Stock Units

The performance stock units are designed to focus our executives’ efforts on specific long-term goals. Unlike our other equity awards, the number of performance stock units ultimately underlying a performance stock award is principally dependent upon our performance during the 2020-2022 period (the “Performance Period”) with respect to two financial performance measures. In addition, the number of performance stock units that ultimately are converted into shares of our common stock upon vesting is subject to further adjustment based on application of the “RTSR Modifier,” which is based on a comparison of our total stockholder return to the total stockholder return of a designated group of public companies. The RTSR Modifier is described in more detail below.

While the performance targets associated with the performance stock units were established early in 2020 and without regard to the potential impacts of the COVID-19 pandemic, and our ability to achieve these targets was affected by the impacts of the pandemic through 2020 and continuing into 2021, these targets have not been adjusted.

The financial measures used with respect to the performance stock units are similar to the corporate revenue and EPS financial measures that we use in connection with our annual incentive program. However, there are some meaningful differences. Prominent among the differences is the fact that the performance stock unit financial measures cover a three-year period rather than a one-year period, which we believe provides an incentive for the achievement of sustained, longer-term performance. In addition, as explained in more detail below, the application of the financial measures over a three-year period enables a year-over-year assessment of acquisitions (utilizing pro forma adjustments, as appropriate), which we believe facilitates an assessment of management’s ability to effectively integrate acquisitions within our operations in a manner that enhances our “core” growth.

Additional information regarding the financial measures utilized in connection with the performance stock units granted in 2020 to participating executive officers is set forth below:

If, during the Performance Period, we acquire another entity or all or substantially all of the assets of another entity (an “Acquired Business,” which does not include a distributor that we acquire as part of our “distributor to direct” sales strategy), constant currency revenue growth for the year in which such acquisition occurs will be calculated on a pro forma basis to include the actual results of the Acquired Business for (a) any interim period prior to the acquisition date for the year in which the acquisition occurs and (b) the year preceding the

year in which the acquisition occurs. Similarly, if we divest any of our businesses (a “Divested Business”) during the Performance Period, constant currency revenue growth for the year in which such divestiture occurs will be calculated on a pro forma basis to exclude the actual results of the Divested Business for (a) any interim period prior to the divestiture date for the year in which the divestiture occurs and (b) the year preceding the year in which the divestiture occurs.

We use constant currency revenue growth as a performance measure because we believe that our success going forward will, to a meaningful extent, be dependent on our ability to generate sales growth over the long term. Moreover, by providing for the inclusion in the computation of constant currency revenue growth of Acquired Businesses and exclusion of Divested Businesses (including pro forma inclusion or exclusion for designated pre-acquisition or pre-disposition periods), we seek to focus management on the achievement of effective year-over-year “core” growth throughout the Performance Period. We eliminated the effect of foreign currency exchange rate fluctuations from this measure because we wanted to focus on the growth of our ongoing business exclusive of giving effect to such fluctuations, which are outside the control of management.

As initially granted, the number of stock units underlying a performance stock award is equal to the target number of performance stock units, and 60 percent of the target number of performance stock units granted to an executive are subject to adjustment based to our performance with respect to the constant currency revenue growth financial measure. The actual number of performance stock units ultimately underlying a performance stock award, before giving effect to the RTSR Modifier, could range from a minimum of one percent of the target number of performance stock units for threshold performance to a maximum of 200 percent of the target number of performance stock units, depending on the degree of variation from the target percentage of the constant currency revenue growth financial measure; no performance stock units will be available for vesting if performance is below the threshold level.

Information with respect to performance targets for the constant currency revenue growth financial measure during the pendency of the Performance Period is not considered material to an understanding of our compensation arrangements and is not addressed in this proxy statement because it represents confidential business or financial information that we do not otherwise disclose to the public. Disclosing the information could cause significant competitive harm to Teleflex. We believe that the performance target for the constant currency revenue growth financial measure was set at an appropriate level to be challenging, but sufficiently realistic to motivate the performance of our senior management. Information with respect to the constant currency revenue growth minimum, target and maximum award opportunities, and the actual number of shares awarded with respect to the constant currency revenue growth financial measure, will be disclosed in our proxy statement for the annual meeting in the year following conclusion of the Performance Period.

If we acquire an Acquired Business during the Performance Period, earnings per share growth for the year in which such acquisition occurs will be calculated on a pro forma basis

to include the actual results of the Acquired Business and interest expense related to the purchase price for the Acquired Business for (a) any interim period prior to the acquisition date for the year in which the acquisition occurs and (b) the year preceding the year in which the acquisition occurs. In addition, if we make any contingent consideration payment during the Performance Period with respect to the Acquired Business that is acquired during the Performance Period, earnings per share growth for the year in which such contingent consideration payment is made will be calculated on a pro forma basis to include interest expense related to the contingent consideration payment for both the year in which the payment is made and the preceding year.

If we divest a Divested Business during the Performance Period, earnings per share growth for the year in which such divestiture occurs will be calculated on a pro forma basis to exclude the actual results of the Divested Business and include interest savings related to the proceeds from divestiture of the Divested Business for (a) any interim period prior to the divestiture date for the year in which the divestiture occurs and (b) the year preceding the year in which the divesture occurs. In addition, if we receive a contingent consideration payment during the Performance Period with respect to a Divested Business that is divested during the Performance Period, earnings per share growth for the year in which such contingent consideration payment is made will be calculated on a pro forma basis to include interest savings related to the contingent consideration payment for both the year in which the payment is made and the preceding year.

We use earnings per share growth as a performance measure because we believe that it provides a good indication of management’s long-term overall performance with respect to our enterprise, including the results of businesses acquired during the Performance Period, without giving effect to results of businesses that we no longer own. We based the financial measure on our adjusted diluted earnings per share, as reported in our earnings press releases, because we believe it is a key financial measure used by investors, and by including it as a financial measure for the performance stock units, we can better focus on encouraging performance that addresses investors’ long-term expectations. As is the case with the constant currency revenue growth financial measure, we provide for the inclusion of Acquired Businesses and the exclusion of Divested Businesses to focus on management’s achievement of “core growth,” for which the results of Divested Businesses are not relevant. We determined to make adjustments for interest expense and interest savings, with respect to contingent consideration payments or receipts related to Acquired Businesses and Divested Businesses, respectively, because they offset variations in year over year results that otherwise may result from the timing of contingent consideration payments.

As is the case with respect to the constant currency revenue growth financial measure, the minimum award with respect to the earnings per share growth metric is one percent of the target number of performance stock units for threshold performance to a maximum of 200 percent of the target number of performance stock units, depending on the degree of variation from the target percentage of the earnings per share growth financial measure (before application of the RTSR Modifier); no performance stock units will be available for vesting if performance is below the threshold level.

Information with respect to performance targets for the earnings per share growth financial measure during the pendency of the Performance Period is not considered material to an understanding of our compensation arrangements and is not addressed in this proxy statement because it represents confidential business or financial information that we do not otherwise disclose to the public. Disclosing the information could cause significant competitive harm to Teleflex. We believe that the performance target for the earnings per share growth financial measure was set at an appropriate level to be challenging, but sufficiently realistic to motivate the performance of our senior management. Information

with respect to the earnings per share growth minimum, target and maximum award opportunities, and the actual number of shares awarded with respect to the earnings per share growth financial measure, will be disclosed in our proxy statement for the annual meeting in the year following conclusion of the Performance Period.

After the number of performance stock units underlying a performance stock unit award is determined as set forth above, the number of performance stock units underlying a performance stock award is subject to an adjustment, referred to below as the “RTSR Modifier.” The RTSR Modifier is based on our total stockholder return relative to the total stockholder return of 28 companies, all of which are within the same Global Industry Classification Standards (GICS) industry group (Health Care Equipment & Supplies) as Teleflex. These companies, collectively referred to as the “RTSR Peer Group,” are set forth below (as described below, it is possible that, based on subsequent events, a company may be removed from the RTSR Peer Group):

The RTSR Modifier will be applied based on the extent to which our rate of return reflecting stock price appreciation of our common stock from December 31, 2019 to December 31, 2022 exceeds the rate of return reflecting stock price appreciation of the common stock (or equivalent security) of each of the RTSR Peer Group companies during the same period. For the purposes of this calculation, the price of our common stock and the stock price of the companies in the RTSR Peer Group will be based upon the average of the stock price on the principal stock exchange on which the stock is traded for the 20 trading days immediately preceding the first and last day of the Performance Period. Based upon the percentage of RTSR Peer Group companies whose total stockholder return is exceeded by our total stockholder return during the three-year Performance Period (the “RTSR Ranking”), the number of performance stock units that would vest solely as a result of financial measure performance will be modified as follows:

The RTSR Peer Group will be subject to the following adjustments:

A RTSR Peer Group company will continue to be included in the RTSR Peer Group so long as its shares remain publicly traded. If, as a result of a reorganization of a RTSR Peer Group member, an entity is a successor to all or substantially all of the primary business of the RTSR Peer Group member, that entity will be deemed to be a Peer Group member, subject to the adjustments described above. No companies will be added to the RTSR Peer Group during the Performance Period.

We included the RTSR Modifier with respect to the calculation of the number of shares, if any, to be provided upon vesting of the performance stock units because we wanted the ultimate number of shares underlying the performance stock units to be based in part on the performance of our common stock, thereby directly aligning management incentives with long-term stockholder returns. We based the RTSR Modifier on return relative to other companies to reduce the impact of changes in general market conditions that are outside of management’s control. Such changes could have a meaningful impact if we measured the total stockholder return of our common stock on an absolute basis (i.e., without reference to the total stockholder return of other companies). In addition, we selected the RTSR Peer Group to avoid penalizing or rewarding management with respect to industry-wide conditions generally affecting the members of the RTSR Peer Group.

Our February 2020 grant of performance stock units to the named executive officers was based upon 20 percent of their respective target total equity incentive compensation opportunity. Each performance stock unit is converted into one share of our common stock upon vesting. For purposes of determining the number of performance stock units granted to each named executive officer, we valued the performance stock units at $404.63 per unit. This value was determined using a Monte Carlo valuation model, which simulates a range of possible future stock prices for Teleflex and the companies in the RTSR Peer Group, considering the probable outcome with respect to performance conditions over the Performance Period to determine value related to the RTSR Modifier. However, in contrast to the valuation used to determine the number of performance stock units to be granted to each named executive officer, the dollar amounts for performance stock units included in the Summary Compensation Table, which constitute a portion of the amount included in the “Stock Awards” column of the Summary Compensation Table, generally reflect the aggregate grant date fair value of each named executive officer’s award, determined in accordance with ASC Topic 718. See Note 2 to the Summary Compensation Table for additional information.

The number of performance stock units underlying a performance stock award initially were determined based on the target award, without giving effect to the RTSR Modifier. However, as described above, the number of performance stock units, if any, that ultimately will underlie a performance stock unit award (and be converted upon vesting into our common stock, on a one share per performance stock unit basis) will be adjusted based on our actual performance with respect to the two financial measures and the application of the RTSR Modifier.

The named executive officers received the respective numbers of performance stock units, based on target performance and without giving effect to the RTSR Modifier, set forth in the table below:

Impact on our Executive Compensation Program Relating to COVID-19 Pandemic

Annual Incentive Compensation

In February 2021, our Compensation Committee considered our performance in relation to the targets established in February 2020 with respect to our 2020 annual incentive program. The Compensation Committee concluded that, if adjustments were made for the estimated impact of the pandemic, certain of the performance measures, specifically revenue and EPS financial performance, would have exceeded target level performance established for those measures, while global operations financial performance would have significantly exceeded target level performance. However, actual performance resulted in no payouts with respect to the revenue and EPS targets and 83.4% for the global operations financial performance target.

In addition, the Compensation Committee considered the following elements of our performance during 2020:

Taking these factors into consideration and factoring in the advice received from FW Cook regarding the practices of our peers and other companies generally, the Compensation Committee elected to award our named executive officers bonuses in the amounts set forth below. These bonuses, together with the amounts earned under the 2020 annual incentive program with respect to achievement against the performance targets established in February 2020, resulted in the named executive officers receiving amounts equal to 80% of their respective target awards under the 2020 annual incentive program.

This discretion was similarly applied with respect to the 2020 annual incentive compensation for over 800 other employees.

Outstanding Performance Share Unit Awards

Notwithstanding the substantial negative impact on our business due to the COVID-19 pandemic, the Compensation Committee did not make any adjustments with respect to any of our outstanding performance stock unit awards.

2018-2020 Performance Stock Unit Award Results

The three-year performance period for the performance stock unit awards granted in 2018 (referred to as the “2018 PSUs”) ended on December 31, 2020. The number of shares to be earned with respect to the 2018 PSUs was based on our performance against three-year average constant currency revenue and earnings per share growth targets approved by the Compensation Committee at the beginning of the performance period. The significant negative impact of the COVID-19 pandemic on our operations and financial results during 2020 resulted in our failure to achieve threshold performance levels with respect to both performance measures under the 2018 PSUs. Since threshold performance was not achieved, none of the shares underlying the 2018 PSUs were earned by our named executive officers. Actual performance for the completed three-year performance period is summarized in the table below.

Our Equity Grant Practices

Stock options, restricted stock units and restrictedperformance stock units granted under our equity incentive compensation program are granted in the first quarter of each year, effective on the third business day after we announce our financial results for the preceding year. Our stock options have an exercise price equal to the closing price of our common stock on the effective date of grant and generally vest in equal annual increments on the first three anniversaries of the effective date of grant. Our restricted stock units generally vest in their entirety on the third anniversary of the effectivedate of grant and, to the extent that they vest, the performance stock units granted in 2020 to our named executive officers also vest on the third anniversary of the date of grant. We believe that these vesting terms program provide our

executives with a meaningful incentive for continued employment. OurThe Board of Directors has delegated to Mr. Smith,Kelly, as the sole member of theNon-Executive Equity Awards Committee, the authority to grant equity awards to employees who are not executive officers and who do not otherwise report to the Chief Executive Officer. TheThese equity awards may be granted only in connection with commencement of employment, promotions to positions eligible to receive equity awards or recognition of performance for employees eligible to receive equity awards under guidelines approved by the Compensation Committee.

Personal Benefits

We provide our named executive officers with personal benefits that we believe are appropriate as part of a competitive compensation package designed to attract and retain highly skilled executives. The personal benefits provided to our named executive officers principally consist of a company automobile or automobile allowance, andreimbursement for financial planning services, term life insurance coverage.coverage and executive physical examinations. In addition, we providedprovide to Mr. Smith in 2017Kelly personal use of our corporate aircraft for up to a maximum of 50 hours. Commencing in 2018, we are providing the same benefit annually to Mr. Kelly, who succeeded Mr. Smith as our Chief Executive Officer,hours per year, provided that our incremental cost for providing such personal aircraft use may not exceed $190,000 per year. In 2017, we provided$190,000. We also provide to each of Mr. Kelly and Mr. Powell personal use of our corporate aircraft for up to a maximum of 25 hours per year, provided that our incremental cost for providing such personal aircraft use to each of them couldmay not exceed $95,000. We will continue to provide this annual benefit to Mr. Powell in 2018. Messrs. Smith, Kelly and Powell are each fully responsible for personal income tax liability associated with personal use of our corporate aircraft, and we do not provide tax assistance with respect to this imputed income (i.e., no“gross-ups”). Upon Mr. Smith’s retirement as our Chief Executive Officer on December 31, 2017, we ceased providing to him the personal benefits described above.

Prior to his promotion to the position of Executive Vice President and Chief Operating Officer in May 2015, Mr. Kelly, an Irish national, received expatriate benefits under an agreement with us. The agreement provided certainon-assignment allowances and reimbursements, as well as certain relocation and income tax equalization benefits. In connection with his May 2015 promotion to the positions of Executive Vice President and Chief Operating Officer, Mr. Kelly relocated to the United States and agreed to forego any future benefits under the agreement, which was terminated. However, in 2017, we made certain additional payments to Mr. Kelly under the agreement in respect of obligations that were incurred prior to termination of the agreement.

Additional information regarding personal benefits for our named executive officers is provided in the Summary Compensation Table and the accompanying footnotes. We periodically review the levels of perquisites and other personal benefits provided to our named executive officers and may make changes as we deem appropriate.

ONGOING AND POST-EMPLOYMENT ARRANGEMENTS

We have several plans and agreements addressing compensation for our named executive officers that accrue value as the executive continues to work for us, provide special benefits upon certain types of termination events and provide retirement benefits. These plans and agreements were designed to be a part of a competitive compensation package that would encourage our executives to remain employed by us. Not all plans apply to each named executive officer, and the participants are indicated in the discussion below.

Executive Severance Arrangements

The severance agreements we have entered into with each of the named executive officersMessrs. Kelly, Powell, Leyden and Hicks provide payments and other benefits to the named executive officer if we terminate his employment for any reason other than death, disability or cause“cause” (as defined in the severance agreements) or if he terminates employment for “good reason,”reason” (as defined in the severance agreements), except in circumstances covered by the change in control agreements described below. The severance compensation for each executive officer consists of continued payment of the executive’s base salary during a “severance compensation period” (as defined in the severance agreements) following termination of 24 months for each of Messrs. Kelly and Powell, and nine to 12 months for Mr.each of Messrs. Leyden and Hicks, based on the length of his service. Under these agreements, in the event the executive is terminated before the last day, but after the completion of at least six months, of a performance period, the executive also may receive payment of apro-rated amount of the annual incentive award the executive would have been entitled to receive for the year in which his employment terminated (the“pro-rated payment”).; for this purpose, target performance will be assumed with respect to any individual performance component. The agreements also provide the executive with continued health, life and accident insurance for up to the full severance compensation period, as well as certain additional benefits.

Mr. Kennedy,Winters, an Irish national, is subject to a contract of employment with us that reflects Irish compensation practices. Under the contract, we generally are required to provide him with six months prior notice of termination of his employment (the “notice period”), and we may choose to relieve him of his employee duties during the notice period while continuing to provide to him his salary and contractual benefits.benefits to him. Our severance agreement with Mr. KennedyWinters provides that, under circumstances similar to those specified in the other named executive officers’ severance agreements, we will continue to provide hishim base salary during a “severance compensation period” of 9nine to 12 months; however, unlike the provisions of the other named executive officers’ severance agreements, his severance agreement does not cover termination for disability, his severance compensation period begins on the date specified in the notice of termination under his contract of employment, and the severance compensation period is reduced by the term of the notice period. If applicable, Mr. KennedyWinters also is eligible to receive apro-rated payment payment of his annual incentive award for a performance period if he receives his notice of termination before the last day but after completion of at least six months of the performance period.period; for this purpose, target performance will be assumed with respect to any individual performance component. Mr. Winters’ severance agreement also provides for continued health, life and accident insurance for up to the full severance compensation period, as well as certain additional benefits.

We believe that these severance arrangements provide a competitive benefit that enhances our ability to retain capable executive officers. See “Potential Payments Upon Termination or Change in Control” below for additional information regarding the terms of the severance agreements.

Because Mr. Smith has retired as an employee of our company, his severance agreement is no longer in effect.

Change in Control Arrangements

We have change in control agreements with each of the named executive officers, which provide for payments and other benefits to the executive if we terminate the executive’s employment for any reason other than disability or cause,“cause” (as defined in the change in control agreements), or if the executive terminates employment for “good reason,”reason” (as defined in the change in control agreements), in each case within two years following a change in control. Such payments include, among other things, payment of the executive’s base salary for a specified period (three years for Mr. Kelly, two years for Mr. Powell, and 18 months for Mr. Leyden)Leyden, Mr. Hicks and Mr. Winters) following termination and, for(or, in the case of Mr. Kennedy, 18 monthsWinters, following the date upon whichissuance of a notice of termination, is givensubject to reduction if he receives certain benefits under his contract of employment (but subject to offset for any statutory redundancy payment required or salary payable to Mr. Kennedy in respect of any notice period required to be given under the terms of his contract of employment)Irish law). In addition, such payments include specified multiples (generally, three times for Mr. Kelly, two times for Mr. Powell, and 1.5 times for Messrs.Mr. Leyden, Mr. Hicks and Kennedy)Mr. Winters) of the target bonus that would be payable under any company cash bonus plan payable in the year following termination or, in(in the case of Mr. Kennedy,Winters, the target bonus that would be payable in the year following the year in which his notice of termination is given.given). The agreements also provide for apro-rated target target bonus for the portion of the ongoing performance period

under a company cash bonus plan that elapsed prior to the executive’s termination (or, in the case of Mr. Kennedy,Winters, prior to the date his notice of termination is given). The agreements also provide to the executive continued health insurance for up to the period described above during which base salary will continue to be paid.

For a more detailed discussion of the change in control agreements, including a listing of additional payments and other benefits under the agreements, see “Potential Payments Upon Termination or Change in Control,” below. We do not provide tax“gross-ups” in connection with our change of control arrangements.

We entered into the change in control arrangements so that our executives can focus their attention and energies on our business during periods of uncertainty that may occur due to a potential change in control. In addition, we want our executives to support a corporate transaction involving a change in control that is in the best interests of our stockholders, even though the transaction may have an effect on the executive’s continued employment with us. We believe these arrangements provide an important incentive for our executives to remain with us.

As Mr. Smith has retired as an employee of our company, his change in control agreement is no longer in effect.

Retirement Benefits

We provide certain retirement benefits to our executive officers that also are offered to our other employees. In addition, we maintain certain supplemental plans for our executives that are intended to

promote tax efficiency and replace the benefit opportunities lost due to regulatory limits on broad-basedtax-qualified plans.

Deferred Compensation Plan

We maintain a Deferred Compensation Plan, which is anon-qualified plan under which U.S.-based executives may defer specified amounts of their salary and compensation under the annual incentive compensation program. Salary deferral elections are made annually by eligible executives in respect of salary amounts to be earned in the following year. Deferral elections with regard to a cash incentive award are made by executives no later than six months prior to the end of the performance period applicable to the award. Participants may direct the investment of deferred amounts into a fixed interest fund or one or more notional funds, including a notional Teleflex stock fund. Executives also may defer receipt of shares upon vesting of restricted stock unit awards. Each of our named executive officers, other than Mr. Kennedy,Winters, is eligible to participate in the Deferred Compensation Plan. Mr. KennedyWinters participates in a different plan, governed by Irish law, under which we provide contributions of 10 to 12 percent of his base salary, depending upon the level of his contributions under the plan.plan.

In addition, the named executive officers, other than Mr. Kennedy,Winters, are eligible to receive a company matching contribution of up to three percent of their annual cash compensation with respect to amounts they defer into the Deferred Compensation Plan. We also credit each named executive officer’s Deferred Compensation Plan account with an amount equal to a specified percentage of his annual cash compensation (five percent for Messrs. Kelly and Powell and three percent for Mr. Leyden; prior to his retirement as Chief Executive Officer,Leyden and Mr. Smith’s account was credited with five percent)Hicks), less the maximum matching contribution the participant was eligible to receive under our 401(k) Plan.

See the Nonqualifiednarrative and table under “Nonqualified Deferred Compensation – 2017 table— 2020” for additional information.

Defined Benefit Arrangements

Through 2008, we provided retirement benefits primarily through a combination of defined benefit and defined contribution arrangements. The defined benefits principally were provided under the Teleflex Incorporated Retirement Income Plan, or “TRIP,” which was a tax qualified defined benefit plan designed to provide benefits to all salaried employees following retirement based upon a formula relating to years of service and annual compensation. Effective December 31, 2008, no further benefits are accrued under the TRIP. Mr. Leyden accrued benefits under the TRIP prior to December 31, 2008. No other named executive officer participated in the TRIP. See the Pensionnarrative and table under “Pension Benefits – 2017 table2020” and accompanying narrative, andthe discussion under “Potential Payments Upon Termination or Change in Control” for additional information.

TAX CONSIDERATIONS

Prior to the enactment of the Tax Reform and Jobs Act on December 22, 2017, Section 162(m) of the Internal Revenue Code (“Section 162(m)”) placedgenerally places a $1 million limitation on the deductibility of compensation paid by a publicly held company to eachcertain of its chief executive officer and its three other most highly paidofficers. As a result, all compensation we pay to specified executive officers other than its chief financial officer (defined as “covered employees” in Section 162(m)). However, an exception to the $1 million limitation applied to “performance based compensation” if specified conditions were satisfied. In previous years (including 2017) and to the extent we deemed feasible, we structured executive compensation in a manner intended to qualify for the exception and preserve deductibility for federal income tax purposes. Specifically, our Executive Incentive Plan, under which our annual incentive program is established, was designed to facilitate the deductibility under Section 162(m) of our annual bonus award. In addition, our equity incentive program was designed to preserve, to the extent otherwise available, the deductibility of income realized upon the exercise of stock options. Nevertheless, we retained the discretion to authorize, and have authorized, compensation that was not subject to the exception for “performance baseddeductibility limit. The deductibility of stock-based compensation” such as is uncertain at the annual restricted stock unit awards that we have granted to our executives under our equity incentive program. We authorized compensation that was not subjecttime of grant due to the exception becausefact that such determination is made subsequent to the grant date and is based on the income of such executive officers in those subsequent periods. Nevertheless, our principal consideration in authorizing compensation for our named executive officers is whether we believe such compensation facilitates the achievement of the objectives described above under “Executive Compensation Overview – Compensation Objectives.” Accordingly, we believe it is important to retain the flexibility to compensate executives in a manner designed to meet these objectives, even if such compensation is potentially not deductible for tax purposes.

CLAWBACK POLICY

Under our Policy Regarding Recoupment of Executive Incentive-Based Compensation, the Board may, to the extent permitted by governing law, direct us to recover or cancel all or a portion of any incentive-based compensation awarded to any of our current or former executive officers (defined to include, for this purpose, any current or former chief accounting officer) based upon the achievement of certain financial results if:

The Tax Reform and Jobs Act amended Section 162(m) to eliminate the abilityamount of public companies to structureincentive-based compensation that we may seek to recover is, notto the extent permitted by applicable law and subject to the $1 million limitationdiscretion of the Board, the amount received by the current or former executive officer during the three-year period preceding the date on deductibility for covered employees. Therefore, all compensation paidwhich we are required to a “covered employee” will be subject to the $1 million limitation. In addition, the amendments to Section 162(m) increase the number of covered employees subject to the $1 million limitation. Under the amendments, a public company’s chief financial officer will be a “covered employee.” Moreover, onceprepare an executive is a “covered employee” in any taxable year beginning after December 31, 2016, he or she will retain “covered employee” status permanently. While the Section 162(m) amendments do not apply to compensation under a “written binding contract”accounting restatement that is in effectexcess of the amount that the current or former executive officer would have received under the accounting restatement.

In determining whether to require a current or former executive officer to reimburse us or forfeit an award, and, if required, the amount of any such reimbursement or forfeiture, the Board may take into account such considerations as it deems appropriate. The Board also may delegate one or more of November 2, 2017 and is not materially modified thereafter,its duties or powers under the scopepolicy to one or more committees of this accommodation is unclear, and we are unable to determine with specificity the extent to which, if any, compensation payableBoard consisting solely of independent directors.

Any recoupment underpre-existing arrangements with covered employees the policy will be deductible in future years.addition to, and will not preclude, any other remedies that may be available to Teleflex.

While we will continue to consider the tax effect (including with respect to the expected lack of deductibility under amended Section 162(m)) of compensation decisions, the principal consideration behind our selection of components of executive compensation continues to be whether the component can facilitate our achievement of our executive compensation program objectives. In this regard, for 2018, we have not made any changes to the components of our executive compensation program, although we will continue to consider possible alternatives to our current compensation structure, and may adopt changes to our compensation program in the future.

STOCK OWNERSHIP GUIDELINES

We maintain stock ownership guidelines for our named executive officers and other executives to further align the interests of management with those of our stockholders and to further encourage long-term performance. The ownership guidelines are expressed in terms of the stock ownership value, which consists of the value of common stock owned by the executive and members of his or her immediate family who reside with him,the executive, and the value attributable to shares in our 401(k) plan, restricted stock units and a portion of stock options held by the executive (described below), as a multiple of that executive’s base salary, as follows:

Each of our executive officers has until five years after the date of his or her appointment or promotion to an executive officer position to satisfy the required stock ownership value. The guidelines applicable to each of our current executive officers at December 31, 2017,2020, and the executive officer’s progress towards achieving the required stock ownership value, are shown on the following table: