TELEFLEX INC (TFX)
Sector: Health Care
2026 Annual Meeting Analysis
TELEFLEX INC · Meeting: May 15, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Ms. Duncan has served since 2015, so her tenure fully overlaps the underperformance period; Teleflex's stock has lost about 52% over three years while the peer group median lost only 24%, a gap of about 28 percentage points that exceeds the 20-point threshold, and the five-year record is even worse (Teleflex -70% vs. peers -31%), so the longer-term check does not rescue the vote.
Ms. Haggerty has served since 2016, so her tenure fully overlaps the underperformance period; Teleflex's stock has lost about 52% over three years while the peer group median lost only 24%, a gap of about 28 percentage points that exceeds the 20-point threshold, and the five-year check also fails (Teleflex -70% vs. peers -31%), so no mitigation applies.
Mr. Krakauer has served since 2018 and chairs the Compensation Committee, so his tenure fully overlaps the underperformance period; Teleflex's stock has lost about 52% over three years against a peer median loss of 24%, a gap of about 28 percentage points that exceeds the 20-point threshold, and the five-year check also fails, so no mitigation applies.
Ms. Patil joined in April 2022, which is more than 24 months ago and means her tenure covers essentially the entire three-year underperformance period; the stock lost about 52% against a peer median loss of 24% (a gap of roughly 28 percentage points, above the 20-point trigger), and the five-year check also fails, so no mitigation applies.
Mr. Randle has served as a director since 2009 and is now also serving as Interim CEO, meaning he is subject to the same performance trigger as all other directors; Teleflex's stock has lost about 52% over three years against a peer median loss of 24%, a gap of roughly 28 percentage points that exceeds the 20-point threshold, and the five-year check also fails, so no mitigation applies.
For Analysis
Dr. Ryu joined the board in 2023, which means he has been a director for less than 24 months relative to the measurement period, so the policy exempts him from the stock performance trigger; he brings relevant healthcare industry expertise and there are no other disqualifying factors.
Mr. Tokich is a new nominee who has never previously served on the Teleflex board, so he cannot be held accountable for past stock performance; he brings strong financial expertise as a long-tenured CFO of STERIS, a directly comparable healthcare company, which is relevant and valuable for the board.
Five of the seven director nominees are voted AGAINST due to Teleflex's severe stock underperformance: the stock has lost roughly 52% over the past three years while the company's own peer group median lost only about 24%, a gap of approximately 28 percentage points that exceeds the 20-point policy trigger for directors with negative absolute returns. The five-year record is even worse, so the longer-term mitigation check does not apply to any of these five directors. Dr. Ryu receives a FOR vote because he joined within the 24-month exemption window, and new nominee Mr. Tokich receives a FOR vote as he has no prior service on this board.
Say on Pay
✓ FORCEO
Liam J. Kelly
Total Comp
$6,732,419
Prior Support
73.3%%
The prior year shareholder vote came in at 73.3%, which is above the 70% threshold that would require a mandatory No vote, and the company demonstrably engaged with investors and made concrete changes to its compensation program in response — most notably switching the performance stock awards for 2025 to an absolute total shareholder return metric. The actual bonus payouts in 2025 were very low (the CEO received only about 26% of his target bonus and other executives received similarly low payouts) because the company missed its revenue and earnings-per-share targets, which shows the pay-for-performance mechanism is actually working as intended. The CEO's total reported pay of $6.73 million is materially lower than his 2024 and 2023 pay of roughly $9.2 million and $9.0 million respectively, reflecting both the partial-year departure and the reduced bonus, and overall pay structure with the majority in variable long-term equity appears reasonable for a $5.4 billion healthcare company.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$9,242,447
Non-Audit Fees
$10,685,535
The total fees paid to PricewaterhouseCoopers for services other than the core audit — including audit-related work, tax consulting, and other advisory services — came to about $10.7 million in 2025, compared to $9.2 million for the actual audit work; that means the non-audit relationship is about 116% of the audit fees, well above the 50% threshold in our policy that triggers a vote against ratification. While the company notes that much of the spike in fees was driven by one-time work related to its strategic divestitures, the policy does not automatically waive the trigger for one-time events, and the independence concern is real when advisory fees exceed audit fees by this margin.
Overall Assessment
The 2026 Teleflex annual meeting ballot presents significant governance concerns: five of seven director nominees are voted AGAINST due to the company's severe three-year stock underperformance of approximately -52% against a peer group median of -24%, a gap that far exceeds our policy threshold, with the five-year record providing no mitigation. The auditor ratification also receives an AGAINST vote because non-audit fees in 2025 reached approximately 116% of audit fees, well above the 50% independence threshold, though much of the spike was driven by one-time divestiture-related advisory work; the Say on Pay proposal receives a FOR vote because the compensation structure responded appropriately to weak financial results with genuinely low bonus payouts, prior-year support exceeded 70%, and the company made meaningful program changes in response to shareholder feedback.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing