UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment (Amendment No.     )

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Teleflex Incorporated

(Name of Registrant as Specified In Its Charter)

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

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550 East Swedesford Road, Suite 400

Wayne, Pennsylvania 19087

Notice of Annual Meeting of Stockholders

To Be Held on May 3, 2019April 30, 2021

March 29, 201926, 2021

TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:

The annual meeting of stockholders (the “Annual Meeting”) of Teleflex Incorporated will be held on Friday, May 3, 2019April 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 three directors to serve on our Board of Directors for a term of three years orand 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 2019;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 4, 20195, 2021 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 free1-800-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 3, 2019April 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 4, 2019,5, 2021, the record date for the meeting, are entitled to vote. Each stockholder of record on the record date is entitled to one vote for each share of common stock held. On the record date, the Company had 46,071,32146,747,758 shares of common stock outstanding.

This proxy statement and the enclosed form of proxy are being mailed to stockholders on or about March 29, 2019.26, 2021. A copy of the Company’s 20182020 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 3, 2019April 30, 2021

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

our 20182020 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 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 and& 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.

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 tennine members divided into three classes, with one class being elected each year for a three-year term. At the Annual Meeting, three directors will be elected for terms expiring at our annual meeting of stockholders in 2022 or until2024 and upon their successors arebeing duly elected and qualified. The Board, upon the recommendation of the Nominating and Governance Committee, has nominated John C. Heinmiller, AndrewCandace H. Duncan, Stephen K. Klasko, M.D. and Stuart A. Krakauer and Richard A. PackerRandle for election to the Board for three-year terms. Messrs. KrakauerMs. Duncan, Dr. Klasko and PackerMr. Randle are continuing directors who previously were elected by our stockholders. Mr. Heinmiller was appointed as a director by our Board in December 2018 to fill a vacancy created as a result of the retirement of W. Kim Foster, one of our former Board members.

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 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.

We 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 Nominating 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. Information regarding each of our nominees and continuing directors is set forth below.

Nominees for election to the Board of Directors – Terms Expiring in 2024

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 other classes. Their terms will end at the Annual Meetings in 2022 and 2023, respectively.

Terms Expiring in 2022

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-K will 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, 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 and Compensation Committees 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 the Company’s sale of products to an entity for which he serves as chief executive officer, and inofficer. In making its determination with respect to Mr. Packer, the Board considered 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’s, Mr. Packer’s or Mr. Heinmiller’s direct or indirect involvement in the respective transactions, and the amounts involved, the Board concluded that Dr. Klasko’s, Mr. Packer’s and Mr. Heinmiller’s relationships with the respective entities did not impair their independence.

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

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 as

The Board and Board Committees

The Board held sevensix meetings in 2018.2020. 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 2018.2020. 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 20182020 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. 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 – 20182020 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.

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 sixfour meetings in 2018.2020.

Compensation Committee

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

The Compensation Committee has the authority to select, retain and terminate compensation consultants, legal counsel and other advisers to assist it in connection with the performance of its responsibilities. During 2018,2020, the Compensation Committee considered the recommendations of and data provided by its compensation consultant, Frederick W. Cook & Co., Inc. See “Compensation Discussion and Analysis” for additional information.

The current members of the Compensation Committee are Messrs. Babich, Krakauer and Randle. Mr. Babich currently serves as chair of the Compensation Committee. The Compensation Committee held sevenfive meetings in 2018.2020.

Audit Committee

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

The Audit Committee has sole authority to appoint, retain, compensate, evaluate and terminate our independent registered public accounting firm, and reviews and approves in advance all audit and lawfully permittednon-audit services performed by the independent registered public accounting firm and related fees. In addition, the Audit Committee periodically meets separately with management, our independent auditors and our own internal auditors. The Audit Committee also periodically discusses with management our policies with respect to risk assessment and risk management.

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

pertaining to Teleflex, including the potential magnitude of each risk and likelihood of occurrence of adverse consequences of such risk. As part of this process, the senior executive responsible for managing the risk, the potential impact of the risk and management’s initiatives to manage the risk are identified and discussed. After receiving a report of the risk assessment results from the compliance officer, members of Teleflex senior management review and discuss the results with the Audit Committee. Thereafter, the Audit Committee 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 – 20182020

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. Our chairman (if he or she is not a Teleflex employee) and the chairpersons of our Audit, Compensation and Nominating and Governance Committees 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.

In February 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 value of the annual equity awards granted to all non-management directors and the value of stock options granted to non-management directors upon their initial election to the 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. 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, 2018.2020.

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, 2018,2020, 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”:

During 2018, Ms. Boylan wasIn October 2020, Mr. Leyden notified us that he will retire on March 31, 2021 to pursue a career in public interest. Mr. Leyden served in his role as Corporate Vice President, General Counsel and Secretary until December 31, 2020, 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. Global Regulatory AffairsPresident, General Counsel and Quality Assurance. She assumed her current position onSecretary effective January 1, 2019.2021.

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 20182020 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 the Board is responsible for the oversight of our executive compensation program. In 2018,2020, the Compensation Committee generally made all decisions concerning compensation awarded to the named executive officers other than Mr. Kelly. Determinations concerning Mr. Kelly’s compensation were made by the independent members of the Board. In making these compensation decisions, both the Compensation Committee and the independent members of the Board were assisted by the Compensation Committee’s independent compensation consultant, 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. 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. Kelly did not make recommendations as to his own compensation. While the Compensation Committee utilized this information and considered Mr. Kelly’s observations with regard to other executive officers, the ultimate determinations regarding compensation for our executive officers, other than Mr. Kelly, were made by the Compensation Committee. The Compensation Committee also provided recommendations regarding Mr. Kelly’s compensation, subject to approval by the independent directors.members of the Board.

Determination of Compensation

In making its compensation determinations and recommendations for 2018,2020, the Compensation Committee considered anmaterials regarding executive compensation review report preparedprovided by FW Cook in late 2016, whichDecember 2019 and January 2020. Specifically, with respect to Mr. Kelly, the Compensation Committee previously used in 2017 to assess compensation for executives of other companies serving in capacities similar to the named executive officers. Specifically, thereviewed a report provided by 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 (with respect to Messrs. Kelly, Powell and Leyden) and included in selected national survey data (with respect to all of our named executive officers).group. The peer group compensatory data and survey compensatory data referenced in the executive compensation review report was adjusted to January 1, 2018,2020, using a 3% per annum rate of increase.

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

To assistThe 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 in selectingfollowing consideration of a peer group,report provided by FW Cook biannually provides a reportin October 2018 that includesincluded recommendations regarding the composition of the peer group; with respect to 2018 compensation, the Compensation Committee considered a report provided by FW Cook in late 2016.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.

The Compensation Committee selected the same peer group for 2018 as it used in 2017. On December 29, 2017, C.R. Bard, Inc. was acquired by Becton, Dickinson and Company. However, the Compensation Committee referenced the peer group data included in the FW Cook’s executive compensation report described above, which adjusted historical compensation data to January 1, 2018 using a 3% per annum rate of increase. Therefore, we did not remove C.R. Bard from the peer group, which2020 included the following companies (sometimes referred to below as the “Executive Compensation Peer Group”):

To provide an additional competitive reference source for Messrs. Kelly, Powell and Leyden, and a reference source forIn addition to reviewing information from the other named executive officers,peer group, the Compensation Committee also considered data included in FW Cook’sevaluates executive compensation review reportby reviewing surveys that was derived fromcover a wider group of relevant companies. The Committee reviews these surveys to help assess the Radford Global Technology Survey relatingbroader market in which the Company competes for talent to companies with revenues insupplement the range of$1-3 billion.peer group 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.

Over the past several years, weWe generally sought to position target total direct compensation of our executives between the median and the 75^th percentile of companies referenced in the comparative data reviewed by the Compensation Committee. In January 2019, following a review of our historical compensation practices, evolving best practices generally and the recommendation of FW Cook, the Compensation Committee determined that going forward we generally will seek to position target total direct compensation of our executives within a competitive range of the median of companies referenced in the comparative data reviewed by the Compensation Committee. However, this range is intended to serve only as a guideline in setting and adjusting our compensation programs, and we may make adjustments to take into consideration other factors, such as importance of an executive’s role to Teleflex, experience, performance, skill set, anticipated difficulty in replacing an executive, and performance.internal pay parity. Therefore, our executives’ target compensation may be more or less than the competitive range in any given year.

Appointment of Liam J. Kelly as President and Chief Executive Officer

On February 21, 2017, the Board appointed Mr. Kelly to the position of President and Chief Executive Officer, effective January 1, 2018. At the time of the Board action, Mr. Kelly was our President and Chief Operating Officer.

Annual Executive Incentive Compensation

General

Under our annual incentive program, we provide meaningful cash incentive opportunities that are principally based upon the achievement of financial performance objectives. As a result, a significant amount of an executive’s total cash compensation is subject to the achievement of these objectives. In 2018,2020, for our named executive officers generally,Messrs. Kelly, Powell, Leyden and Hicks, 90 percent of the target award opportunity was based on financial performance measures. For Mr. Kennedy, who ceased being an executive officer on October 30, 2018,Winters, 50 percent of the target award opportunity was based on financial performance measures and 40 percent was based on performance measures related to our Global Operations function. The remaining ten percent of an executive officer’s target award opportunity was based on individual performance. We continue to believe that emphasizing financial performance encourages a unified commitment by our executives to performance that we believe can enhance stockholder value.

As 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 compensation payable to our executives for 2020 as compared to what measurement against these targets would have reflected.

20182020 Award Components

The Compensation Committee determined to use the same corporate financial performance measures in 20182020 as it used in 2017.2019, except in 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, some adjustments, which are referred to below as the “general adjustments,” were made with respect to each of the financial performance measures. The general adjustments principally include adjustments to address events with respect to business acquisitions and divestitures not contemplated in our annual operating plan. Specifically, the general adjustments relating to acquisitions and divestitures were as follows (we did not make adjustments for acquisitions of distributors of our products effected 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 enable us to directly administer product distribution through the existingsub-distributors or newsub-distributors (our “distributor to direct” sales conversion 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 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 also could be applied to business divestitures, we had no divestitures in 2018.

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

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 theone-time tax on the deemed repatriation on undistributed earnings and profits required under the TCJA. performance measure as a reflection of management’s overall performance in 2020.

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 global operations function. Therefore, we believe a significant portion of the target award for an executive who is responsible for operations management should be based on this metric.

We use global operations service performance as a performance measure to focus our global operations team on the timely delivery of shipments delayed dueproducts to our designation of collection/credit holds at the scheduled shipping date or due to acts of God) and (b) made available to third party customers, for pickup by thewhich we believe is a key factor in maintaining high customer or the customer’s freight forwarder on or before the agreed upon pickup date, in each case adjusted to reflect the general adjustments described above.satisfaction levels.

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 award with respect to each measure and the amount achieved in respect of each performance measure were as follows (percentages are approximate):

20182020 Executive Incentive Compensation Targets and Awards

The target award payable to a named executive officer for 20182020 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 reflected the following changesfor each named executive officer is unchanged from the 2017 percentages. In connection with his appointment as our President2019 for Messrs. Kelly and Chief Executive Officer, Mr. Kelly’s target award opportunity as a percentage of salary wasPowell, increased from 80%45% to 115%. The target award opportunity as a percentage of salary50% for each of Messrs. Leyden and Hicks and Ms. Boylan was increased from 40% to 45%, so that their percentages more closely approached the 50th percentile of comparable executives addressed in FW Cook’s executive compensation review report.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 2018:2020:

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. As discussed below under “Impact on our Executive Compensation Program Relating to COVID-19 Pandemic,” our Compensation Committee elected to pay additional amounts to our named executive officers for their performance in 2020, which are reflected in the “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

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 potential adjustment of the number of vested units based on changes in our stock price relative to a specified peer group, as described below, adds a useful competitive element and directly aligns our executives’ incentives with long-term stockholder returns.

Stock Option Awards

In accordance with the equity award allocation described above, we granted stock options to our named executive officers in 20182020 that represented 5255 percent of their respective total equity incentive compensation opportunities. Using a Black-Scholes methodology, we valued the stock options granted in February 20182020 at $58.11$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 amounts for option awards included in the “Option Awards” column of the Summary Compensation Table generally reflects the aggregate grant date fair value of each named executive officer’s award, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation –— Stock Compensation,” which we refer to below as “ASC Topic 718.” See note 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 2018,2020, we granted restricted stock units to our named executive officers that represented 2825 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 20182020 at $263.35$377.19 per unit. 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 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 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 2018-20202020-2022 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 asis 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 aone-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 20182020 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

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.

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, even if the company is no longer included in the S&P Midcap 400 Index, the S&P 500 Index or the Executive Compensation Peer Group.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 June 2018February 2020 grant of performance stock units to the named executive officers other than Mr. Kennedy was based upon 2520 percent of their respective initial 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 $284.33$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 periodPerformance 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. ToOur restricted stock units generally vest on the third anniversary of the date of grant and, to the extent that they vest, the performance stock units granted in 2020 to our named executive officers in 2018 willalso vest on February 27, 2021, which is the third anniversary of our 2018 annual grantsthe date of stock options and restricted stock units.grant. We believe that these vesting terms provide our

executives with a meaningful incentive for continued employment. The Board has delegated to Mr. 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, reimbursement for financial planning services, term life insurance coverage and executive physical examinations. In addition, we provide to Mr. Kelly personal use of our corporate aircraft for up to a maximum of 50 hours per year, provided that our incremental cost for providing such personal aircraft use may not exceed $190,000. We also provide to 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 may not exceed $95,000. Messrs. 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”).

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 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.

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

Mr. Kennedy’s severance arrangement with us, which is similar to Ms. Boylan’s, will no longer be in effect after his retirement on March 31, 2019.

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” (as defined in the change in control agreements), or if the executive terminates employment for “good reason” (as defined in the change in control agreements), in each case within two years following a change in control. Such payments include, among other things, payment of the executive’s base salary for a specified period (three years for Mr. Kelly, two years for Mr. Powell, and 18 months for Mr. Leyden, Mr. Hicks and Ms. Boylan)Mr. Winters) following termination (or, in the case of Ms. Boylan,Mr. Winters, following the issuance of a notice of termination, subject to reduction if shehe receives certain benefits under herhis contract of employment or under Irish law). In

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 and Ms. Boylan,Winters, is eligible to participate in the Deferred Compensation Plan. Mr. Kennedy and Ms. Boylan participateWinters participates in a different plan, governed by Irish law, under which we provide contributions of 10 to 12 percent of base salary, depending upon the level of their respectivehis contributions under the plan.

In addition, the named executive officers, other than Ms. Boylan and 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 and Mr. 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 – 2018 table— 2020” for additional information.

CLAWBACK POLICY

Effective February 19, 2019,Under our Policy Regarding Recoupment of Executive Incentive-Based Compensation, the Board approved a clawback policy under whichmay, to the Board mayextent 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 (including,(defined to include, for this purpose, any current or former chief accounting officer) based upon the achievement of certain financial results if:

The amount of incentive-based compensation that we may seek to recover is, to the extent permitted by applicable law and subject to the discretion of the Board, the amount received by the current or former executive officer during the three-year period preceding the date on which we are required to prepare an accounting restatement that is in excess of the amount that the current or former executive officer would have received under the accounting restatement.

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 its duties or powers under the policy to one or more committees of the Board consisting solely of independent directors.

Any recoupment under the policy will be in addition to, and will not preclude, any other remedies that may be available to the Company.Teleflex.

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 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 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, 2018,2020, and the executive officer’s progress towards achieving the required stock ownership value, are shown on the following table:

2018PLEDGING AND HEDGING POLICIES

We have a policy that prohibits our directors and executive officers, as well as certain other individuals who may be designated from time to time, from (i) purchasing Teleflex securities on margin, or borrowing against any account in which Teleflex securities are held, or pledging Teleflex securities as collateral for a loan, and (ii) trading in options, warrants, puts and calls or similar instruments on Teleflex’s securities or selling such securities “short,” as well as from engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Teleflex’s equity securities.

2020 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION

At our 20182020 annual meeting, our stockholders approved, on an advisory basis, the compensation paid to our named executive officers, as disclosed under the SEC’s compensation disclosure rules, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the proxy statement for the 20182020 annual meeting. The stockholder vote in favor of named executive officer compensation totaled approximately 96.794.7 percent of all votes cast, including abstentions. We considered the results of the advisory vote and determined that, in light of this strong stockholder support, no revisions to our executive officer compensation program need be made in response to the vote.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of Teleflex has reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and, through incorporation by reference, in Teleflex’s Annual Report onForm 10-K for the year ended December 31, 2018.2020.

CEO PAY RATIO

SEC regulations require that we provide a comparison of the annual total compensation of Liam J. Kelly, our Chief Executive Officer in 2018,2020, to the median of the annual total compensation of our employees other than Mr. Kelly. For purposes of providing the comparison, in accordance with SEC regulations, we identified a “median employee” and compared Mr. Kelly’s annual total compensation to that of the median employee. For 2018,2020, our last completed fiscal year:

SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure and compensation plans, policies and procedures. The methodology that we used to identify the median employee is described below. Annual total compensation is calculated in the same manner as the amount set forth in the “Total” column in the Summary Compensation Table. While, as explained below, the methodology involves several assumptions and adjustments, we believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with applicable SEC regulations.

Because other companies may use different methodologies to identify their median employees, the pay ratio set forth above may not be comparable to the pay ratios used by other companies.

Methodology

Date Used to Determine Employee Population and Median Employee

For purposes of identifying the median employee in 2020, we selected October 1, 20182020 to be the date as of which we would determine our employee population.

Composition of Employee Population

We determined that, as of October 1, 2018,2020, we had 14,11614,185 employees globally. Of that amount, 3,6093,854 were U.S. employees and 10,50710,331 werenon-U.S. employees. To simplify the determination of the median employee and as permitted by SEC regulations, we excluded 636688 employees (approximately 4.5%4.8% of our employees) located in 21 countries, comprising all employees in those countries, as set forth in the following table:

After excluding the employees listed above, we determined the identity of our median employee from a population of 13,48013,497 employees, including 3,6093,854 U.S. employees and 9,8719,643 non-U.S. employees.

Pay Data Used

To identify the median employee, we derived compensation information from our payroll records covering the12-month period from October 1, 20172019 to September 30, 2018.2020. Our payroll data includes cash compensation for each employee, including base pay, bonuses, commissions and overtime pay. We converted the amount of compensation paid tonon-U.S. employees to U.S. dollars using average foreign currency exchange rates for the period from October 1, 20172019 to September 30, 2018.2020. We also annualized compensation data for permanent full-time employees hired during the period from October 1, 20172019 to September 30, 2018.2020.

The employee whose cash compensation was the median of the cash compensation paid to the employee population, determined as described above, and after giving effect to the cost of living adjustment described below, is the median employee for purposes of the comparison to Mr. Kelly’s annual total compensation.

Cost of Living Adjustments

As part of the methodology we used to identify the median employee, we made cost of living adjustments to the compensation ofnon-U.S. employees to reflect the cost of living in the U.S., where Mr. Kelly resides. The cost of living adjustments were made through application of purchasing power parity conversion ratios that were obtained from numbeo.com, a public database of reported consumer prices and other statistics. We selected conversion ratios based upon the city closest to the facility in which our employees were employed. Because the median employee identified after application of the cost of living adjustment resides in the U.S., no cost of living adjustment was made with regard to the median employee’s compensation. Had we not made the cost of living adjustments with respect to ournon-U.S. employees, we would have had a different median employee, who works in the Czech RepublicMexico and whose annual total compensation would have been $19,642.$19,607. As a result, the ratio of Mr. Kelly’s compensation to the median employee’s compensation would have been 311323 to 1.