UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant   x                             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):

155 South Limerick550 East Swedesford Road, Limerick,Suite 400

Wayne, Pennsylvania 1946819087

Notice of Annual Meeting of Stockholders

To Be Held on May 3, 2013April 29, 2016

March 29, 201324, 2016

TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:

The annual meeting of stockholders (the “Annual Meeting”) of Teleflex Incorporated will be held on Friday, May 3, 2013April 29, 2016 at 11:00 a.m., local time, at the Company’s headquarters, located at 155 South Limerick550 East Swedesford Road, Limerick,Wayne, Pennsylvania 19468,19087, for the following purposes:

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

2. To holdvote upon a proposal to approve the Teleflex Incorporated 2016 Executive Incentive Plan;

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

3.4. To vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2013 fiscal year;2016; and

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

Our Board of Directors has fixed Monday, March 4, 20132016 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.

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

155 South Limerick550 East Swedesford Road, Suite 400

Limerick,Wayne, Pennsylvania 1946819087

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”) for use at the Company’s annual meeting of stockholders (the “Annual Meeting”) to be held on Friday, May 3, 2013,April 29, 2016, 11:00 a.m. local time, at the Company’s headquarters, located at 155 South Limerick550 East Swedesford Road, Limerick,Wayne, Pennsylvania 19468.19087. 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, 2013,2016, the record date for the meeting, are entitled to vote. Each owner 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 41,018,41241,701,908 shares of common stock outstanding.

This proxy statement and the enclosed form of proxy are being mailed to stockholders on or about March 29, 2013.28, 2016. A copy of the Company’s 20122015 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 reasonable out-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, 2013April 29, 2016

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

our 20122015 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, whether present in person or represented by proxy, will constitute a quorum at the Annual Meeting.

To be elected at the meeting, a director nominee must receive the affirmative vote of a majority of the votes cast. For this purpose, a majority of the votes cast means that the number of votes cast in favor of a director nominee must exceed the number of votes cast against that director nominee. Abstentions and “broker non-votes” will have no effect on the vote.

Approval of each of 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. Abstentions are counted as votes against a proposal, while broker non-votes will not be included in the vote count and will have no effect on the vote.

A broker “non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that itemproposal and has not received voting instructions from the beneficial owner.

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 in 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 counted as a vote FOR the election of the director nominees described in this proxy statement, FOR the approval of the Teleflex Incorporated 2016 Executive Incentive Plan, 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 2013.2016.

If your shares are held by a broker, bank or other holder of record, 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. A shareholder may revoke a proxyexercised by delivering a signed statement indicating your revocation to our Corporate Secretary at our principal executive offices at 155 South Limerick550 East Swedesford Road, Limerick,Suite 400, Wayne, Pennsylvania 1946819087 at or prior to the Annual Meeting orMeeting. Alternatively, you may revoke your proxy by timely executing and delivering, by Internet,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.

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. In February of 2013, our Board approved an increase in the size of the Board from ten to eleven directors, effective immediately prior to the Annual Meeting. At the Annual Meeting, fourthree directors will be elected for terms expiring at our Annual Meetingannual meeting of Stockholdersstockholders in 20162019 or until their successors are duly elected and qualified. The Board, upon the recommendation of the Governance Committee, has nominated Patricia C. Barron, Jeffrey A. Graves, W. Kim Foster and James W. ZugJeffrey A. Graves for election to the Board for three-year terms. Mr. Foster is a new nominee who will fill the vacancy created as a result of the increase in the size of the Board. Each of the other nominees is a continuing director who previously was elected by our stockholders.

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’s election (for this purpose, a majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee). If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director will continue to serve on the board of directors. However, under our Corporate Governance Principles, the Board will not nominate for 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 Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether to take other action. The Board would act on the resignation, generally within 90 days from the date that the election results are certified. The Board’s decision and an explanation of any determination with respect to the director’s resignation will be disclosed promptly in a current report on Form 8-K filed with the SEC.

Our goal is 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. 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 the inquiryit assesses the attributes each particular candidate could bring to the Board in light of the then-current make-upcomposition of the Board. We believe our current directors possess valuable experience in a variety of areas, necessarywhich 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.

Under our Corporate Governance Principles, a director must retire from the Board at the expiration of his or her term following attainment of age 71, except in special circumstances that must be described in a resolution adopted by the Board requesting such director to defer retirement. In the event of such a deferral, our Corporate Governance Principles require the director whose service has been extended to offer to resign from the Board each year thereafter, providing the Board with an opportunity to reevaluate the deferral of the director’s retirement on an annual basis. In February 2016, our Board waived the mandatory retirement age under our Corporate Governance Principles with respect to Ms. Barron so that she could stand for re-election to the Board at the Annual Meeting. The Board determined to waive application of the mandatory retirement policy with respect to Ms. Barron because it continues to value her insights on our business and her leadership as our Lead Director. In accordance with our Corporate Governance Principles, the Board will reevaluate the deferral of Ms. Barron’s retirement on an annual basis.

Nominees for election to the Board of Directors – Terms expiring in 2013

				Chemical Corporation, Ultralife Corporation and United Services Automobile Association. Ms. Barron previously served as a director of Aramark Corporation from 1997 to 2007.Corporation.   Ms. Barron’s business experience enables her to contribute to the Board with regard to a wide range of operational, financial and strategic planning matters. In addition, her academic and business experience renders her well qualified to address corporate governance and other Board matters as our Lead Director. Her 1518 year tenure as a Teleflex director also gives her an institutional knowledge regarding our company that is helpful to the Board in addressing strategic and governance issues.
W. Kim Foster		-		Mr. Foster, 64, is67, has been a new director nominee.of Teleflex since 2013 and currently serves as chair of the Audit Committee. Mr. Foster retired in 2012 after a 34-year career with FMC Corporation, a chemical manufacturer. Most recently, he served as Executive Vice President and Chief Financial Officer of FMC from 2001 to 2012. From 1998 to 2000, he was Vice President and General Manager of FMC’s agricultural products group. From 1978 to 1997, Mr. Foster held various management and financial positions with FMC. Mr. Foster currently serves as a director of Hexcel Corporation.   Mr. Foster’s extensive executive and management experience, which includes significant international experience, will enableenables him to provide a wide range of perspectives on financial and business initiatives. In addition, his long experience as a financial executive renders him especially well qualified to assist the Board in addressing a variety of financial and budgeting matters and in its oversight of the integrity of our financial statements and our internal controls.
Jeffrey A. Graves, Ph.D.		-		Dr. Graves, 51,54, has been a director of Teleflex since 2007 and currently serves as a member of the Compensation Committee. Since May 2012, he has been President &and Chief Executive OfficersOfficer of MTS Systems Corporation, a provider of mechanical test systems and position sensors for machine automation. From July 2005 to May 2012, he was the President and Chief Executive Officer of C&D Technologies, Inc., a producer of electrical power storage systems. From 2001 to 2005 he was employed by Kemet Corporation, where he served as Chief Executive Officer from 2003 to 2005, President and Chief Operating Officer from 2002 to 2003 and Vice President of Technology and Engineering from 2001 to 2002. From 1994 to 2001, Dr. Graves was employed by General Electric Company, holding a variety of management positions in its

				Power Systems Division and in research and development. Prior to joining General Electric, Dr. Graves was employed by Rockwell International and Howmet Corporation, now a part of Alcoa Corporation. Dr. Graves currently serves as a director of MTS Systems Corporation and Hexcel Corporation.   Dr. Graves’ extensive experience in executive and management roles with companies engaged in manufacturing and development enables him to share valuable perspectives with the Board on manufacturing, engineering, operations and finance matters. In addition, Dr. Graves’ significant experience with respect to matters related to international market development, particularly in China, enables him to provide valuable insights with respect to our global marketing efforts and strategic initiatives.
James W. Zug		-		Mr. Zug, 72, has been a director of Teleflex since 2004 and currently serves as chair of the Audit Committee. Mr. Zug retired in 2000 following a 36 year career at PricewaterhouseCoopers LLP, a public accounting firm, and Coopers & Lybrand, one of its predecessors. From 1998 until his retirement, Mr. Zug was Global Leader - Global Deployment for PricewaterhouseCoopers. From 1993 to 1998, Mr. Zug was Managing Director International for Coopers & Lybrand. He also served as the audit partner for a number of public companies over his career. Mr. Zug currently serves on the boards of Amkor Technology Inc., the Brandywine Group of mutual funds and Allianz Funds. Mr. Zug served on the boards of SPS Technologies, Inc. and Stackpole Ltd. prior to the sale of both of these companies in 2003.

				Mr. Zug’s extensive experience in public accounting enables him to provide helpful insights to the Board on financial matters. His background renders him especially well-qualified to lead the Audit Committee in its oversight function with respect to the integrity of our financial statements, our internal controls and other matters. In addition, Mr. Zug’s extensive international experience gained through various engagements and management positions held throughout his career enables him to provide valuable perspectives and insights regarding our international operations and our strategic initiatives with respect to emerging markets.

The persons named in the enclosed proxy intend to vote properly executed proxies for the election of Ms. Barron and Messrs. Foster, Graves and Zug. 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 20142017 and 2015,2018, respectively.

Terms expiring in 20142017

				Executive Officer of Severn Trent Services, Inc., a water and waste utility company. From 1993 to 1998, Mr. Cook was the Chairman, President and Chief Executive Officer of Betz Dearborn, Inc. Mr. Cook currently serves as a director of Quaker Chemical Corporation and The Penn Mutual Life Insurance Company.

				Mr. Cook’s experience as a chief executive officer enables him to address a wide range of perspectives on management, strategic and financial planning and budgeting processes, and also enables him to contribute meaningfully to the AuditCompensation Committee. His 1518 year tenure as a Teleflex director also gives him an institutional knowledge regarding our company that is helpful to the Board in addressing strategic and governance issues.
Stephen K. Klasko		-		Dr. Klasko, 59, has been a director of Teleflex since 2008 and currently serves as a member of the Audit Committee. Dr. Klasko has been Dean of the College of Medicine of the University of South Florida since 2004. In addition, since 2009, Dr. Klasko has been the Chief Executive Officer of USF Health, which encompasses the University of South Florida’s colleges of medicine, nursing and public health. He was a Vice President of USF Health from 2004 to 2009. Dr. Klasko also was the Dean of the College of Medicine of Drexel University from 2000 to 2004.   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.
Benson F. Smith		-		Mr. Smith, 65,68, has been a director of Teleflex since 2005 and became our Chairman, President and Chief Executive Officer insince January 2011. Prior to that,Earlier, Mr. Smith was the managing partner of Sales Research Group, a research and consulting organization, and also served as the Chief Executive Officer of BFS & Associates LLC, which specialized in strategic planning and venture investing. Prior to that, Mr. Smith worked for C.R. Bard, Inc., a company specializing in medical devices, for approximately 25 years, where he held various executive and senior level positions. Most recently, Mr. Smith served as President
				and Chief Operating Officer of C.R. Bard from 1994 to 1998. Mr. Smith currently serves on the boards of a variety of academic and health-related organizations. He previously served as a director of Rochesterorganizations, including the Advanced Medical Corporation and Zoll Medical Corporation.Technology Association.   Mr. Smith’s extensive experience in the medical device industry and intimate knowledge of our business enables him to share 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.

Terms expiringExpiring in 20152018

Stephen K. Klasko, M.D.			-			Dr. Klasko, 62, has been a director of Teleflex since 2008 and currently serves as a member of the Audit Committee. Since June 2013, he has been the President and Chief Executive BoardOfficer of Heineken N.V.,Thomas Jefferson University and Jefferson Health. From September 2004 to June 2013, Dr. Klasko served as Dean of the College of Medicine of the University of South Florida. From 2009 to June 2013, Dr. Klasko also served as the Chief Executive Officer of USF Health, which encompasses the University of South Florida’s colleges of medicine, nursing and public health. He was a manufacturerVice President of beverage products,USF Health from 19952004 to 2002. Mr. Lubsen is currently a director2009. Dr. Klasko served as Dean of I.F.F. (Nederland) Holding B.V. and Concordia Fund B.V.the College of Medicine of Drexel University from 2000 to 2004.   Mr. Lubsen’s experience with HeinekenDr. Klasko’s background in medicine and the boards on which he servesbusiness enables him to provide valuable perspectives regarding management issues and matters relatedinsights with regard to manufacturing and international business. His 21 year tenure as a Teleflex director also gives him an institutional knowledge regarding our company that is helpful to the Board in addressing strategic and governance issues.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, 53,56, has been a director of Teleflex since 2009 and currently serves as a member of the Compensation Committee.and Governance Committees. Since 2004,December 2015, he has been the Chief Executive Officer of Ivenix, Inc., a venture-backed medical device company. Previously, Mr. Randle hashad been theretired 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.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 ITinformation technology venture capital firm. From 1998 to 2001, he was President and Chief Executive Officer of Act Medical, Inc. Prior to 1998, Mr. Randle held various senior management positions with Allegiance Healthcare Corporation and Baxter International Inc. Mr. Randle currently serves as a director of Beacon Roofing Supply, Inc. and is a member of the board of the Advanced Medical Technology Association.Flex Pharma, Inc.   Mr. Randle’s medical device company experience, coupled with past senior management positions at medical device companies, enables him to provide valuable insights regarding a variety of business, management and technical issues.
Harold L. Yoh III		-		Mr. Yoh, 52, has been a director of Teleflex since 2003 and currently serves as a member of the Governance Committee. Since 1999, Mr. Yoh has been the Chairman and Chief Executive Officer of The Day & Zimmermann Group, Inc., a global provider of diversified managed services. Prior to that, Mr. Yoh held a variety of other management and leadership positions at Day & Zimmermann, including President of Day & Zimmermann’s Process & Industrial division from 1995 to 1998. Mr. Yoh currently serves as a director of the Greater Philadelphia Chamber of Commerce and various industry associations, including the National Defense Industry Association, where Mr. Yoh previously served as chairman.   Mr. Yoh’s executive experience at Day & Zimmermann enables him to share with the Board valuable perspectives on a variety of issues relating to management, strategic and financial planning, compensation matters and government relations.

CORPORATE GOVERNANCE

Corporate Governance Principles and Other Corporate Governance Documents

Our Corporate Governance Principles, includingwhich include guidelines for the determination of director independence, the operations,operation, structure and meetings of the Board, 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 Governance Committees. You may also request these documents in print form by contacting us at Teleflex Incorporated, 155 South Limerick550 East Swedesford Road, Limerick,Suite 400, Wayne, Pennsylvania 19468,19087, Attention: Secretary. Any amendments to, or waivers of, the codes of ethics 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., Patricia C. Barron, William R. Cook, Candace H. Duncan, W. Kim Foster, Jeffrey A. Graves, Stephen K. Klasko Sigismundus W.W. Lubsen,and Stuart A. Randle Harold L. Yoh III and James W. Zug are independent within the meaning of the listing standards of the New York Stock Exchange (the “NYSE”). The Board also has determined that W. Kim Foster, a nominee who is not currently a director, is independent within the meaning of the NYSE listing standards. All of the independent directors and Mr. Foster 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 Governance Committees are independent within the meaning of the NYSE listing standards, and that the members of the Audit Committee and Compensation Committee meet the additional independence requirements of the NYSE applicable to Audit Committeeaudit committee and compensation committee members. In making its determination with respect to Dr. Klasko, the Board considered his position as President and Chief Executive Officer of Thomas Jefferson University, a health sciences university (“TJU”), and Jefferson Health, a regional integrated healthcare organization (“JH”), to which we have sold products for many years. After reviewing the transactions and our business relationship with TJU and JH, the Board determined that Dr. Klasko does not have a direct or indirect material interest in the transactions and that our business relationships with TJU and JH do not diminish the ability of Dr. Klasko to exercise his independent judgment on issues affecting our business.

To assist the Board in making independence determinations, the Board has adopted the following categorical standards. 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.

immediately preceding three-year period may not be considered independent until the expiration of the three years after the end of employment or auditing relationship or such person ceases to be an immediate family member or becomes incapacitated, as may be applicable.

Lead Director

The Lead Director is an independent director of the Board whose 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 directorLead Director and appoint a successor. Ms. Barron currently serves as our Lead Director.

Positions of Chairman and Chief Executive Officer

The positions of Chairman and Chief Executive Officer are combined at Teleflex. We believe that our Chief Executive Officer is best situated to serve as Chairman because he 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, our Chief Executive Officer is able to effectively communicate Board strategy to the other members of management and efficiently implement Board directives.

In order to provide independent oversight and input, allAll of the other directors on our Board are independent.independent, which facilitates the provision of independent oversight and input. Our Chief Executive Officer is not a member of our principal Board committees, and the independent directors regularly meet in executive sessionssession outside the presence of management and under the leadership of our Lead Director, as discussed in more detail below under “Executive Sessions of Non-Management Directors.” The activities of the Lead Director further enhance the Board’s ability to evaluate management performance and otherwise fulfill its oversight responsibilities. Our Chief Executive Officer consults with the Lead Director on the proposed agendas for Board and committee meetings in order to make sure that key issues and concerns of the Board are addressed.

Executive Sessions of Non-Management Directors

Directors who are not executive officers or otherwise employed by us or any of our subsidiaries, who 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 a non-management director may request. Such meetings are held in executive session, outside the presence of any directors who are executive officers. The Lead 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, 155 South Limerick550 East Swedesford Road, Limerick,Suite 400, Wayne, Pennsylvania 19468,19087, 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, the non-management directors as a group or the Chairman or other members of the Audit Committee through the Teleflex Ethics Hotlineethics line website at 1-866-490-3413 or, via the Internet, at www.teleflexethicsline.com.www.teleflexethicsline.com.

The Board and Board Committees

The Board held eightsix meetings in 2012.2015. Each of the directors attended at least seventy-five75 percent of the total number of meetings of the Board and the Board committees of which the director was a member during 2012.2015. The Board does not have a formal policy concerning attendance at our Annual Meetingannual meeting of Stockholders,stockholders, but encourages all directors to attend. All of the Board members other than Messrs. Babich and Klasko, attended the 2012 Annual Meeting2015 annual meeting of Stockholders.stockholders.

The Board has established a Governance Committee, a Compensation Committee and an Audit Committee. The Board also has established a Non-Executive Equity Awards Committee, whose sole member is Mr. Smith. The Non-Executive Equity Awards Committee has authority to grant equity awards, under specified circumstances, to employees who are notneither executive officers ornor persons reporting to Mr. Smith. See “Compensation Discussion and Analysis – 20122015 Compensation – Equity Incentive Compensation – Stock Option Awards” for additional information.

Governance Committee

The Governance Committee is responsible for identifying qualified individuals to be nominees for election to the Board. In addition, the Governance Committee reviews and makes recommendations to the Board as to the size and composition of the Board and Board committees, and eligibility criteria for Board and Board committee membership.membership and board compensation. The Governance Committee also is responsible for developing and recommending to the Board corporate governance principles and overseeing the evaluation of the Board and management.

The 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, directors must be able to devote substantial time to our affairs. The charter of the Governance Committee provides that in evaluating nominees, the Governance Committee should consider the attributes set forth above. Under our Corporate Governance Principles, a director must retire from the Board at the expiration of his or her term following attainment of age 71, except in special circumstances that must be described in a resolution adopted by the Board requesting such director to defer retirement. In the event of such a deferral, our Corporate Governance Principles require the director whose service has been extended to offer to resign from the Board each year thereafter, providing the Board with an opportunity to re-evaluate the deferral of the director’s retirement on an annual basis. In February 2013, our Board, upon the recommendation of the Governance Committee, waived the mandatory retirement age provided for in our Corporate Governance Principles with respect to Mr. Zug so that he could stand for re-election to the Board at the Annual Meeting. The Board determined to waive application of the mandatory retirement policy with respect to Mr. Zug because it continues to value his insights on business and financial matters and his leadership of our Audit Committee in its oversight of the integrity of our financial statements, compliance with our internal control over financial reporting and our risk management process. As noted above, pursuant to our Corporate Governance Principles, the Board will re-evaluate the deferral of Mr. Zug’s retirement on an annual basis.

To assist in identifying candidates for nomination as directors, the Governance Committee sometimes employs a third party search firm and also receives recommendations of candidates from Board members. Mr. Foster was initially recommended by a current non-management member of the Board.

In addition, the 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, 155 South Limerick550 East Swedesford Road, Limerick,Suite 400, Wayne, Pennsylvania 19468,19087, Attention: Secretary. In order to enable consideration of the candidate in connection with our 20132017 Annual Meeting, a stockholder must submit the following information by no later than February 2, 2014:January 29, 2017:

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

The current members of the Governance Committee are Ms. Barron and Messrs. LubsenBabich and Yoh.Randle. Ms. Barron currently serves as chair of the Governance Committee. The Governance Committee held threefour meetings in 2012.2015.

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 2015, 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. Cook, Graves and Randle. Mr. Cook currently serves as the chair of the Compensation Committee. The Compensation Committee held fivesix meetings in 2012.2015.

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 theour independent registered public accounting firm, and reviews and approves in advance all audit and

lawfully permitted non-audit services performed by the independent registered public accounting firm. 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 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, 155 South Limerick550 East Swedesford Road, Limerick,Suite 400, Wayne, Pennsylvania 19468,19087, Attention: Audit Committee. Stockholders can report their concerns to the Audit Committee anonymously or confidentially.

The current members of the Audit Committee are Ms. Duncan and Messrs. Cook, Babich, KlaskoFoster and Zug.Klasko. Mr. ZugFoster currently serves as the chair of the Audit Committee. The Audit Committee held eightseven meetings in 2012.2015. The Board has determined that each of the Audit Committee members is an “audit committee financial expert” as that term is defined in SEC regulations.

Risk Oversight and Management

The Board, acting principally through the Audit Committee, is actively involved in the oversight and management of risks that could affect us. It fulfills this function largely through its oversight of our annual company-wide risk assessment process, which is designed to identify our key strategic, operational, compliance and financial risks, as well as steps to mitigate and manage each risk. The risk assessment process is conducted by our Business Ethics and Compliance Committee, or “BECC,” which is comprised of several members of Teleflex senior management. The BECC directs our compliance officersofficer to survey and conduct interviews of several of our key business leaders, functional heads and other managers to identify and discuss the key risks ofpertaining to Teleflex, including the potential magnitude and likelihood of each 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 officers,officer, the BECC reviews and discusses the results with the Audit Committee. Thereafter, the Audit Committee provides 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 are 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 of our risks.

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, emphasis on 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 – 20122015

DirectorsEach director who areis not a Teleflex employees receiveemployee receives compensation for theirhis or her service as directors,a director, which consists of an annual cash retainer, payable in equal monthly installments, annual stock option and restricted stock grants and meeting attendance fees. The chairpersons of our Audit, Compensation

and Governance committees receive an additional annual cash retainer, and our Lead Director receives an additional annual restricted stock 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.

The following table provides

For 2015, the amounts payable under our currentnon-management director compensation program:program were as follows:

In February 2016, 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 all non-management directors, the value of the annual equity awards granted to all non-management directors, the value of stock options granted to non-management directors upon their initial election to the Board and the annual retainer paid to our Lead Director and committee chairs. 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 2014. The amounts payable under our director compensation program, as revised, are as follows:

We currently provide the non-management directors with $100,000 of life insurance and $100,000 of accidental death or dismemberment coverage during their service on the Board. In connection with the approval of the changes in non-management director compensation described above, our Board also approved the elimination of these life insurance and accidental death or dismemberment benefits, effective immediately after conclusion of the Annual Meeting. We do not provide any pension benefits to the non-management directors.

The table below summarizes the compensation paid to non-management directors during the fiscal year ended December 31, 2012.2015.

(2)

The amounts shown in this column represent the aggregate grant date fair value of the stock option awards we granted to each non-employee director in 2012,2015, determined in accordance with ASC Topic 718. A discussion of the assumptions used in calculating grant date fair values may be found in Notes 1 and 1312 to our 2012 audited2015 consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012,2015, as filed with the SEC. EachWe granted each non-management director, was grantedother than Ms. Duncan, stock options to purchase 3,5642,674 shares in February 2012, with2015, which had a grant date fair value per share of $11.76. All$21.42. These options granted to the directors are fully vested at the time of grant. In connection with her election to the Board in May 2015, we granted to Ms. Duncan stock options to purchase 4,833 shares, which had a grant date fair value per share of $21.78. The options granted to Ms. Duncan vested six months after the date of grant. As of December 31, 2012,2015, the number of shares underlying options held by the current directors listed in the table were: Mr. Babich: 20,564;24,273; Ms. Barron: 19,564;24,273; Mr. Cook 21,564;Cook: 24,273; Ms. Duncan: 4,833; Mr. Foster: 11,458; Mr. Graves: 16,564;25,273; Mr. Klasko: 14,564; Mr. Lubsen: 21,564;23,273; and Mr. Randle: 12,564; Mr. Yoh: 19,564;21,273.

Director Stock Ownership Guidelines

We have stock ownership guidelines for our non-management directors to further align the interests of our directors with those of our stockholders. The ownership guidelines require our non-management directors to own shares of our common stock with an aggregate value equal to five times the annual cash retainer paid to our directors (exclusive of additional amounts provided to the committee chairs), which, under ourbased on the current director compensation program,$40,000 annual cash retainer, is equal to $160,000.$200,000. 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, 2012,2015, each of our non-management directors, other than Ms. Duncan, who was elected to the Board in 2015, satisfied the ownership guidelines.

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 requirementsrequirements. 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 ourthe Board, and the Board has approved, the inclusion of the audited consolidated financial statements in ourTeleflex’s Annual Report on Form 10-K for the year ended December 31, 2012,2015, for filing with the Securities and Exchange Commission.

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to ourthe following executive officers of our company, who are listed in the Summary Compensation Table that follows this discussion. Wediscussion and who we refer to these executive officers as our “named executive officers.”officers”:

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 20122015 executive compensation program to meet these objectives as follows:

Role of Compensation Committee, Chief Executive Officer and Compensation Consultant

The Compensation Committee of our Board of Directors is responsible for the oversight of our executive compensation program. In 2012,2015, the Compensation Committee generally made all decisions concerning compensation awarded to ourthe named executive officers other than with respect to Benson F. Smith, our Chairman, Chief Executive Officer and President.Mr. Smith. Determinations concerning Mr. Smith’s compensation were made by the independent members of our Board of Directors. Compensation for Richard A. Meier, our former Executive Vice President and Chief Financial Officer, was paid in accordance with the terms of his severance agreement, as described below.

In making itsthese compensation determinations and its recommendations to the independent directors regarding Mr. Smith’s compensation,decisions, both the Compensation Committee wasand

the independent members of the Board of Directors were assisted by itsthe 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 SEC rules and concluded that nothe work of FW Cook has not raised any conflict of interest exists that would prevent FW Cook from servingin connection with its service as an independent consultant to the Compensation Committee.

Our Chairman, President and Chief Executive Officer, Mr. Smith, with the assistance of our human resources department and FW Cook, provides 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. Smith did not make recommendations as to his own compensation. While the Compensation Committee utilizes this information, and considered Mr. Smith’s observations with regard to other executive officers, the ultimate determinations regarding executive compensation are made by the Compensation Committee. In the case of Mr. Smith, the Compensation Committee provides recommendations regarding his compensation, subject to approval by the independent directors.

Determination of Compensation

Introduction

Framework for Analysis of Competitive Compensation

In making its compensation determinations for 2012,2015, the Compensation Committee took into account an executive compensation review reportreports prepared by FW Cook in December 2011 to assess compensation for executives serving in capacities similar to Messrs. Smith, Meier and Miller.the named executive officers. The reportreports provided an analysis of the compensation of these executives in comparison to peer group and national survey data.

Our The peer group consistscompensatory data and survey data in the reports reflected an adjustment to January 1, 2015, using a 3% per annum rate of increase, and the survey data also was adjusted to reflect each executive’s revenue responsibility, where possible.

The Compensation Committee, based on the recommendation of FW Cook, approved changes in the composition of the Company’s peer group with respect to its compensation determinations in 2015. The revised peer group, which reflects the inclusion of six new companies withand the removal of three former peers, was based on several considerations, including size (the revised peer group generally had annual revenues generallybetween $750 million and $4 billion), inclusion within the rangeGlobal Industry Classification Standard Code for Health Care Equipment and Supplies, inclusion in a peer group constructed by a prominent proxy advisory firm, and the extent to which the additional companies are peers of one-halfother Teleflex peer group companies. Some of these considerations were not applicable to two times our annual revenues. In selectingeach of the peer group ourcompanies.

Based on the foregoing considerations, the Compensation Committee considers various additional factors relating to similarly-situated medical device companies, including net income, market capitalizationapproved the addition of Alere, Inc., Haemonetics Corporation, IDEXX Laboratories, Inc., Sirona Dental Systems, Inc., Varian Medical Systems, Inc. and number of employees.West Pharmaceutical Services. The Compensation Committee reviews thisalso approved the removal of Merit Medical Systems, Inc., St. Jude Medical, Inc. and Wright Medical Group, Inc., as none of these companies were within the revenue size criteria used for selection of the peer group on an on-going basis and modifies it as circumstances warrant. Upon FW Cook’s recommendation, the Compensation Committee selectedgroup. As a result, the following peer group companieswas selected by the Compensation Committee for use in connection with regard to 20122015 compensation determinations:determinations and used by FW Cook in connection with its executive compensation review reports:

The

We refer to this peer group consisted of substantially the same companies as the peer group utilized by theour “Executive Compensation Committee with regard to 2011 compensation determinations, with the only changes being the removal of Kinetic Concepts, Inc., which was acquired in a merger transaction in 2011, and the addition of ResMed Inc.Peer Group.”

To provide an additional competitive reference source, the Compensation Committee also considered data with respect to executives serving in comparable capacities 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 companies. These surveys also were referenced in connection with setting compensation for Mr. Kelly following his promotion from Executive Vice President and President, Americas to Executive Vice President and Chief Operating Officer. See “Promotion of Liam Kelly” below. The Compensation Committee determined to provideprovides equal weightingweight to the two surveys, becauserecognizing that the Radford Global Life Sciences survey included a number of companies other than medical device companies (e.g., pharmaceutical companies).

As described in more detail below, our Board and In reviewing compensation levels against the survey data, the Compensation Committee also relied on analysesconsiders only the aggregated survey data provided by FW Cook in 2012 in determining the amountsurveys. The identity of the compensation increaseindividual companies comprising the survey data is 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 for Mr. Powell, who was appointed Chief Financial Officer in March of 2012, and Mr. Kelly, who was appointed Executive Vice President and President, International in June of 2012.this purpose.

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 total compensation of our executives between 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 actual amounts of compensation that we pay to our executives can be more or less than the competitive range in any given year.

TerminationPromotion of Employment of Richard A. MeierLiam Kelly

On March 9, 2012, Richard A. Meier’s employment as our Executive Vice President and Chief Financial Officer terminated. As described in more detail below under “Potential Payments Upon Termination or Change of Control,” Mr. Meier has and will receive, in accordance with the terms of his severance agreement, specified payments and benefits. See “Potential Payments Upon Termination or Change in Control” for information on the payments and benefits provided to Mr. Meier under his severance agreement.

Appointment of Thomas E. Powell

On March 9, 2012, we appointed Thomas E. Powell to be our Senior Vice President and Chief Financial Officer. Mr. Powell initially joined Teleflex in 2011 as Senior Vice President, Global Finance. In connection with this appointment, Mr. Powell’s annual base salary was increased from $340,000 to $390,000, his target award opportunity under our 2012 annual incentive program was increased from 45 percent to 50 percent of his base salary and his annual equity incentive opportunity was increased from 50 percent to 70 percent of his base salary. In addition, Mr. Powell received an equity award consisting of stock options to purchase 6,127 shares of our common stock and 696 shares of restricted stock.

In February 2013,May 2015, we promoted Mr. PowellKelly to the position of Executive Vice President and Chief FinancialOperating Officer. Mr. Kelly previously was our Executive Vice President and President, Americas, responsible for our global commercial strategy as head of the Company’s business units in the Americas. In connection with this promotion, we increased hisMr. Kelly’s salary from $487,888 to $450,000,$550,000, and increased his target award as a percentage of salary under our annual incentive program tofrom 70 percent increasedto 75 percent. Mr. Kelly also received a promotional equity grant under the percentageCompany’s 2014 Stock Incentive Plan of salary used7,380 stock options and 722 shares of restricted stock. See “2015 Compensation – Equity Incentive Compensation” below for additional information. In addition, Mr. Kelly became eligible to determine the value of his equity incentiveparticipate in, and receive matching and non-elective contributions under, our deferred compensation to 170 percent, andplan, as more fully described below under “Nonqualified Deferred Compensation - 2015.” We also entered into new executive severance arrangementsand change-in-control agreements with Mr. Kelly. Descriptions of the material terms of the agreements are set forth under “Potential Payments Upon Termination or Change of Control.” In addition, in connection with his promotion, Mr. Kelly, who has relocated to the United States, agreed to terminate and release us from any further obligations under his prior executive employment agreement and a changeletter agreement under which he was entitled to receive certain on-assignment allowances and reimbursements and certain relocation and income tax equalization benefits in control agreementconnection with him (see “Executive Severance Arrangements” and “Ongoing and Post-Employment Arrangements – Change in Control Arrangements,” below).

Appointment of Liam Kelly

On June 22, 2012, we appointed Liam Kelly to be ourhis service as Executive Vice President and President, International. Mr. Kelly initially joined Teleflex in April 2009, and was our President, EMEA (Europe, Middle East and Africa) at the time of his appointment. In connection with his appointment, Mr. Kelly’s annual base salary was increased from€237,738 to€300,000 ($313,449 to $395,539 based on the exchange rate in effect on December 31, 2012. All dollar information related to Mr. Kelly reflects this exchange rate.). His target award under our 2012 annual incentive program increased from 50 percent to 60 percent of his base salary for 2012, and his annual equity incentive opportunity was increased from 70 percent to 120 percent of his base salary. In addition, Mr. Kelly received an equity award consisting of stock options to purchase 6,711 shares of our common stock and 762 shares of restricted stock.Americas.

20122015 COMPENSATION

Salaries

Base salary ranges for our executives are determined based on each executive’s position and responsibility and are typically considered annually as part of our performance review process. In addition, salary reviews may occur at other times due to events such as a promotion or other change in job responsibility.

DueThe Compensation Committee recommended a three percent increase in Mr. Smith’s salary and increased salaries for the other named executive officers, except for Mr. Leyden, by three percent. In response to challenges confronting the economy and the Companysurvey data provided by FW Cook indicating that Mr. Leyden’s salary was significantly below executives serving in 2012,similar capacities, Mr. Leyden’s salary was increased by 13 percent. In connection with his promotion, described above under “Executive Compensation Overview – Promotion of Liam Kelly,” the Compensation Committee did notCommitted provided to Mr. Kelly a further salary increase salaries for Messrs. Smith, Meier and Miller. Messrs. Powell and Kelly received salary increases in connection with their appointment to their current executive positions, as described above.of approximately 13 percent.

Annual Executive Incentive Compensation

General

We structured our 2015 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 2012,2015, we set maximum awards equal to 3three percent of our 20122015 Operating Profit for Mr. Smith and equal to 1.5 percent of our 20122015 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) income/loss from investments in affiliates. Unallocated corporate expenses, gain/non-controlling interest. Gain/loss 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. Further adjustments are made 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 2015.

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 of financial metrics, with a smaller component based on individual performance. Therefore, as was the case in prior years, our annual incentive program subjects a meaningful amount of an executive’s total cash compensation to the achievement of our business performance objectives.

For our named executive officers, 80 percent of the target award opportunity is based on financial performance measures, while the remaining 20 percent of the target award opportunity is based on individual performance. We have weighted the annual incentive awards largely to the financial performance measures because we believe that emphasizing financial performance encourages a unified commitment by our executives to performance that we believe directly affects stockholder value.

The amount of the annual incentive award to be paid to an executive in respect of the business performance objectives described above may be further adjusted, within the maximum award limit, upon consideration of additional factors. As describedNo such adjustments were made in more detail below under “Supplemental Award for Benson F. Smith,” with respect to Mr. Smith’s 2012 annual incentive award, our Board determined to provide Mr. Smith with an additional award with a value of $1 million to recognize his outstanding performance in 2012 and the significant increase in shareholder value that has been created under Mr. Smith’s leadership.2015.

20122015 Award Components

The Compensation Committee determined to use the same corporate performance measures and weighting of those measures in 20122015 as it used in 20112014 in exercising its negative discretion. However,discretion although, as noteddescribed below, we adjusted the weighting of these measures in 2012. We also refined our definitionsnature of the financial performance measures to provide more clarity and precision with respect to adjustments that will be made to these measures in the computation of target and actual performance. These defined adjustments, which are intended to be consistent with past practice, have been applied to the financial measures for the reasons explainedwere changed.

below. In addition allto the adjustments pertaining to specific financial metrics described below, the following adjustments, which are referred to below as the “general adjustments,” were made with respect to each of the financial metrics.

For 2015, we determined that it would be appropriate for our executives to expand their focus to include the performance measures areof newly acquired businesses, which previously were generally excluded from our performance measures. As such, we felt it was appropriate to include contemplated business acquisitions in determining the initial target for the corporate revenue measure, and to make certain adjustments to address events with respect to acquisitions not contemplated in our annual operating plan. Specifically, those adjustments 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 (our “distributor to direct” strategy)):

These adjustments were made to reduce the possibility that participants unduly benefit or suffer as a result of extraordinary increases or decreases due to acquisition-related events not contemplated by our annual operating plan. Similarly, actual results with regard to each of the financial metrics have been adjusted to eliminate acquisition-related costs and expenses to the extent that such costs were not contemplated by our annual operating plan.

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 rather than the acquisition of new businesses or products. The general adjustments also subject to adjustmentincluded adjustments to eliminate the impact of any changes in accounting rules and applicable laws, to the extent not contemplated in our annual businessoperating plan, or, if approved by the Committee in its sole discretion, to adjust target and/or actual amounts to address any extraordinary, unusual, non-recurring or otherwise unanticipated events.

The performance measures under our 20122015 annual incentive program for our named executive officers who do not have responsibility for a specific business segment, namely Messrs. Smith, MillerPowell, Kelly and Powell, were as follows:Leyden, are set forth below.

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 in our core operations.growth. We madeeliminated the adjustments to the performanceeffect of foreign currency fluctuations from this measure described above because we wanted to focus on the growth of our ongoing core business without giving effect to currency fluctuations, and transactions that can detract fromwhich are outside the effectivenesscontrol of this measure in reflecting our “core growth.” To further focus our executives on achieving sustainable top line growth, we increased the weighting of the revenue measure from 30 percent to 40 percent. We concomitantly decreased the weighting of the EPS and cash flow measures by five percent, to 25 and 15 percent, respectively, which we believe are sufficiently meaningful to encourage desired performance.management.

investments in non-core, non-controlled affiliates prior to 2012; any debt refinancing or other transactions affecting the capital structure of our company, to the extent not otherwise contemplated by the 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 any changes to reserves related to uncertain tax positions (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Section 740-10-25, “Income Taxes – Overall – Recognition”) 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 a restructuring plan (but only to the extent adjustments with respect to such charges are approved by the Compensation Committee), and other one time, extraordinary charges.

We use EPS as a performance measure because we believe that it provides a good measureindication of management’s overall performance with respect to our enterprise. We also believe that EPS which corresponds to the adjusted earnings per share guidance we provide to the investment community, is a key metric affecting share price and, thus,therefore, stockholder value. We made the further adjustments to EPS described above becausein the excluded charges are not contained within our principal earnings guidance and adjusted results reported to investors andpreceding paragraph 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 abovein the preceding paragraph because the adjusted payments, if not excluded, would impair the utility of the performance measure as a reflection of management’s overall performance.

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 financial context. Performance under this measure is determined based upon satisfaction of individual performance objectives that are established at the beginning of the relevant fiscal year. We evaluate the satisfaction of these objectives through our annual performance review process.

For Mr. Kelly,Kennedy, who has responsibility with respect to our EMEAglobal operations, which generally encompasses management of our supply chain, manufacturing and Asia segments,distribution (referred to below as “Global Ops”), 40 percent of his target award was based upon the achievement of the corporate financial performance metrics described above (20(17.5 percent based on corporate revenue, 12.515 percent on EPS and 7.5 percent on cash flow). We included these performance measures because we believe all participants in the annual incentive program should have a stake in the performance of our company as a consolidated entity. An additional 40 percent of Mr. Kelly’s target award was based upon additional performance measures, related to the EMEA and Asia segments. In June 2012, Mr. Kelly was promoted from his position as President of our EMEA Segment to Executive Vice President and President, International, as a result of which he assumed responsibility for both our EMEA and Asia segments. In connection with this change in position, it was determined that one-half of Mr. Kelly’s award opportunities with respect to segment financial metrics would be based upon the performance of our EMEA Segment for the year, while the remaining half would be based upon the combined 2012 results of our EMEA and Asia segments. Accordingly, a total of 40 percent of Mr. Kelly’sKennedy’s target award was based upon the following performance measures:measures related to Global Ops:

We include Global Ops financial performance 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.

Mr. Kennedy’s Global Ops financial performance payout was subject to increase by 10 percent if the Global Ops financial performance resulted in a payout of at least 115% of target and we achieved a consolidated gross margin equal to or exceeding 55% for the fourth quarter of 2015.

We include segment revenue to emphasize the importance of the achievement of segment sales growth. We applied the adjustments to thisuse Global Ops service performance as a performance measure forto focus our Global Ops team on the same reasons as were applicabletimely delivery of products to the corporate revenue performance measure.our customers, which we believe is a key factor in maintaining high customer satisfaction levels.

Contribution profit also excludes the impact of acquisitions and dispositions that occurred during 2012.

We use contribution profitGlobal Ops inventory as a performance measure because we believe that it provides a good measure of the business unit’s overall performance. We made the adjustments to contribution profit described above because we do not believe these items reflect upon performancesignificance of inventory management on our executives.working capital and operating efficiency.

As was the case for all of our other named executive officers, the remaining 20 percent of Mr. Kelly’sKennedy’s target award was based on the achievement of individual performance objectives.

With respect to each of the financial performance measures generally, an executive’s incentive payout could range from a minimum of 25 percent for threshold performance to a maximum of 200 percent of the target payout, depending on the percentage variance from the target amount of the performance measure.measure; there is no payout for performance below the threshold level. With respect to the 20122015 payout ranges for corporate and segment revenue,EPS, upon taking into consideration our historical performance and expected market dynamics and growth rates, the Compensation Committee established targets to incentincentivize achievement of business objectives and stretch goals. In addition,this regard, the Compensation Committee referenced a group of companies consisting of industry peers, which we refer to as the “Performance Peer Group,” in determining the payout ranges under the annual incentive plan. The Performance Peer Group differs from the peer group described above (the “Executive Compensation Peer Group”) in that it consists of companies whose businesses are more like ours than some of the companies in the Executive Compensation Peer Group. Some companies are in both peer groups. While we believe the Executive Compensation Peer Group is better suited as a reference for 2012total compensation due to the minimum payoutsimilar size of the constituent companies to ours, we believe the Industry Peer Group provides a better frame of reference for all metrics was changed from 50 percentestablishing our relative performance with respect to 25 percent in order to provide for a more linear payment curve from minimum to maximum payments. the markets within which we operate.

The Industry Peer Group consisted of the following companies:

Based on the foregoing considerations, the target established for each performance metricmeasure and the percentage of target performance that would entitle a participant to a minimum or maximum payout with respect to each measure is shown in the following tablewere as follows (percentages are approximate).:

20122015 Executive Incentive Compensation Targets and Awards

The target award payable to a named executive officer for 20122015 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 for Messrs. Smith, MeierPowell, Kennedy and MillerLeyden were unchanged from 2011. Messrs. Powell’s and2014. Mr. Kelly’s target award opportunitiesopportunity as a percentage of salary, and the salary amounts used were applied on a pro rata basis, based on the considerations set forth above under “Appointmenthis salary and target award percentage before and after his promotion. See “Executive Compensation Overview – Determination of Thomas E. Powell” and “AppointmentCompensation – Promotion of Liam Kelly.”

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 2012:2015:

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

The actual award payments to our named executive officers are reflected in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table.

Supplemental Award for Benson F. Smith

In addition to the award described above with respect to our 2012 financial and individual performance objectives, our Board approved a supplemental restricted stock award for Mr. Smith with a value of $1 million. The restricted stock award will vest on the third anniversary of the grant date, unless Mr. Smith voluntarily terminates his employment with us or resigns as a director of our company. The award principally is intended to recognize the significant shareholder value created through the $400 million growth in our market capitalization in 2012 under Mr. Smith’s leadership, and is also intended to reward him for our strong 2012 constant currency revenue growth of 6.8% and recognize his leadership in completing several key acquisitions in 2012 to position our company for future growth. The size and structure of the award were determined by our Board in consultation with F.W. Cook, and were intended to provide additional retention incentive for Mr. Smith to continue in his current roles.

Mr. Smith’s supplemental award is reflected in the “Non-Equity Incentive Compensation” 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, 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 total compensation paid to our executives to be within the competitive range of the median to 75th percentile of companies referenced in the comparative data that the Compensation Committee reviewed. Because salary determinations in 2012 for Messrs. Smith, MeierHowever, based on the FW Cook analysis of peer group and Miller were delayed,survey data, the Compensation Committee setdetermined that the value of equity incentive compensation based onwas meaningfully below the assumption that 2012 salaries for these executives would equal 103 percent of the salary paid to them in 2011. In addition, the value of our equity compensation also reflected the contribution of each executive position to our company’s objectives, individual performance and other factors. We refer to the percentage of salary used to determine the value of our equity incentive compensation as the “equity incentive percentage.” The 2012 equity incentive percentage for each named executive officer andgeneral competitive range guidelines. As a result, we increased the dollar amount of the executive’s equity compensation opportunity werefor each of our named executive officers, as follows:set forth in the following table:

(2)**

In connection with Mr. Kelly’s appointment as Executive Vice President and President, International, we increased his equity incentive percentage from 70 percent to 120 percent. However, due to the fact that Mr. Kelly’s promotion occurred in June 2012, his promotional equity grant was prorated. As a result, the total value ofcompensation opportunity reflects the equity incentive awards actually granted to Mr. Kelly in 2012 was $342,324.compensation opportunity after his promotion. See “Executive Compensation Overview – Determination of Compensation – Promotion of Liam Kelly.”

Our equity incentive compensation for 20122015 consisted of stock options and restricted stock awards. 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 2012,2015, we continued to allocate 65 percent of the equity incentive awardcompensation opportunity to stock options because we believed 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 based compensation that provides a strong alignment between return to stockholders and the compensation of executives. The remaining 35 percent of the equity awardincentive compensation opportunity was allocated to restricted stock awards, which we granted to provide a retention incentive for our executives and an incentive to increase stockholder value.

We routinely evaluate and consider the type of awards granted under our equity incentive program and may, in the future, decide that other types of awards are appropriate to provide 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 20122015 based upon 65 percent of thetheir respective total equity incentive compensation opportunity.opportunities. Using a Black-Scholes methodology, we valued the stock options granted in February of 2015 at $12.12$19.44 per underlying share for options granted to the named executive officers in February 2012, $11.99 per underlying share for stock options granted to Mr. Powell in March 2012, and $11.73 per underlying share for options granted to Mr. Kelly in June 2012.share.

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

In addition, in May 2015, in connection with his promotion to Executive Vice President and Chief Operating Officer, we granted an additional stock option to Mr. Kelly to purchase 7,380 shares of our common stock. At the Grantssame time, we also granted to Mr. Powell a long-term incentive award that included stock options to purchase 4,613 shares, in recognition of Plan-Based Awards table underhis contributions to our company and the column heading, “All Other Option Awards: Numberkey role he was expected to fulfill in connection with Mr. Kelly’s transition to the Executive Vice President and Chief Operating Officer position. Using a Black-Scholes methodology, we valued the stock options granted in May of Securities Underlying Options.” The2015 at $21.14 per underlying share.

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 amount for option awards shown in the Summary Compensation Table generally reflects the aggregate grant date fair value of the named executive officer’s award or awards 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.

Except for the stock options granted to Messrs. Kelly and Powell in May 2015 and as noted below, stock options awarded under the 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, andyear. Our stock options have an exercise price equal to the closing price of our common stock on the effective date of grant. In the case of Messrs. Powellgrant and Kelly, additional stock options were granted to them at the respective times of their promotions to their current executive positions. Our options generally vest in equal annual increments on the first three anniversaries of the effective date of grant. We believe that these vesting terms, together with the restricted stock component of our equity incentive program, provide our executives with a meaningful incentive for continued employment. Our Board of Directors has delegated to Mr. Smith, as sole member of the Non-Executive Equity Awards Committee, authority to grant equity awards to employees who are not executive officers and who do not otherwise report to the Chief Executive Officer. The equity awards may be granted only in connection with commencement of employment, or promotions to positions eligible to receive equity awards or recognition of performance for employees eligible to receive equity awards under guidelines previously approved by the Compensation Committee.

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 Awards

In 2012,2015, we granted restricted stock awards to our named executive officers based upon 35 percent of the total equity incentive compensation opportunity. We valued the restricted stock granted in February of 2015 at $57.48$107.09 per share with respect toshare. These values were determined based upon the 30-day trailing average closing price of our common stock as of the date on which the restricted stock grantedawards were approved, discounted by the present value of estimated future dividends to be declared on our common stock during the named executive officers in February 2012, $56.86 with respect to restricted stock granted to Mr. Powell in March 2012, and $55.62 with respect to restricted stock granted to Mr. Kelly in June 2012.applicable vesting period.

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

In addition, in May 2015, we granted an additional 722 and 451 shares of restricted stock to Messrs. Kelly and Powell, respectively, in connection with Mr. Kelly’s promotion to Executive Vice President and Chief Operating Officer and Mr. Powell’s long-term incentive award described above. We valued the Grantsrestricted stock granted in May of Plan-Based Awards table under2015 at $116.42 per share.

In contrast to the column heading, “All Other Stock Awards: Numbervaluation we use to determine the number of Shares of Stock or Units.” Therestricted shares awarded to the named executive officers, the dollar amountamounts for restricted stock awards shown in the Summary Compensation Table generally reflectsreflect the aggregate grant date fair value of theeach named executive officer’s award or awards determined in accordance with ASC Topic 718. See note 2 to the Summary Compensation Table for further information.

Restricted stock awards under the equity incentive program are generally granted in the first quarter of each year, effective on the same date as the effective date of stock option grants, and vest in their entirety on the third anniversary of the date of grant. As noted above, we believe that these vesting terms, together with the stock option component of our equity incentive program, provide our executives with a meaningful incentive for continued employment. In the case of Messrs. Powell and Kelly, a portion of their restricted stock awards were granted to them at the respective times of their promotions to their current executive positions. For additional information regarding restricted stock award terms, see the footnotes accompanying the Grants of Plan-Based Awards table.

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. We periodically review the levels of perquisites and other personal benefits provided to our named executive officers. The personal benefits provided to our named executive officers consist of a company car or car allowance, term life insurance coverage and, with respect to our Chief Executive Officer, personal use of our corporate aircraft for up to a maximum of 35 hours.50 hours per year. Mr. Smith is 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”). Prior to his promotion to the position of Executive Vice President and Chief Operating Officer, Mr. Kelly, an Irish national, received expatriate benefits under an agreement with us. The agreement provided certain on-assignment allowances and reimbursements, as well as certain relocation and income tax equalization benefits. In connection with his promotion, Mr. Kelly relocated to the United States and agreed to forego any future benefits under the agreement. However, we expect to make 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 thesepersonal benefits for our named executive officers is provided in the Summary Compensation Table and the accompanying footnotes.

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 our currentthe named executive officers provide payments and other benefits to the named executive officer if we terminate his employment for any reason other than death, disability (in the case of Messrs. Smith, Miller and Powell) or cause or (in the case of Messrs. Smith, Miller and Powell) if he terminates employment for “good reason,” except in circumstances covered by the change in control agreements described below. The severance compensation for each of the named executive officersMessrs. Smith, Powell and Kelly consists of continued payment of the executive’s base salary during a “severance compensation period” of 24 months for Messrs.Mr. Smith, and Miller, 1822 months for Mr.each of Messrs. Powell and Kelly (subject to an increase to 24 months based on the length of his continued employment) and 15between 9 months and 12 months for Mr. Kelly. In some circumstances,Messrs. Kennedy and Leyden, depending on their length of 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 a pro-rated amount of the annual incentive award the executive

would have been entitled to receive for the year in which his employment terminated. In addition,The agreements also provide the executive is entitled to receivewith 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” for additional information.

Mr. Meier’s employment with us terminated in March 2012. As a result, Mr. Meier became entitled to receive severance compensation in accordance with the terms of his severance agreement. See “Potential Payments Upon Termination or Change in Control” for additional information.

Change in Control Arrangements

We have change in control agreements with each of our currentthe 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, or if in the case of Messrs. Smith, Miller and Powell, the executive terminates employment for “good reason,” 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. Smith, two years for Messrs. Powell and Kelly and 18 months for Messrs. Kennedy and Leyden) following termination, and specified multiples (three times for Mr. Smith, two times for Messrs. Powell and Kelly, and 1.5 times for Messrs. Kennedy and Leyden) of an amount equal to the target bonus under any company cash bonus plan payable in the year following termination. In determining to provide a higher level of benefits to Mr. Smith than to our other named executive officers, we reviewed data provided by FW Cook regarding peer group company practices, which indicated that most peer group companies provided a higher level of benefits to their chief executive officers than to other executives. For a more detailed discussion of these arrangements, including a more detailed listing of payments and other benefits under the change in control agreements, see “Potential Payments Upon Termination or Change in Control,” below. If Mr. Miller becomes liable for payment of any exciseWe do not provide tax under Section 4999 of the Internal Revenue Code with respect to any payment received“gross-ups” in connection with a change in control, we will make an additional tax gross-up payment to him. This payment is designed so that, after payment of all excise taxes and any other taxes payable in respect of the additional payment, the executive will retain the same amount as if no excise tax had been imposed. See “Tax Considerations” below for further information regarding the additional payment. Effective in 2009, we determined to no longer include the additional payment provisions inour change of control agreements with persons who become executive officers. Therefore, the provisions do not apply to Messrs. Smith, Powell or Kelly. Mr. Meier’s change of control agreement terminated following the termination of his employment in March 2012.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.

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-based tax-qualified plans.

Deferred Compensation Plan

We maintain a Deferred Compensation Plan, which is a non-qualified plan under which executives may defer specified amounts of their salary, compensation under the annual incentive compensation program and, if applicable, long-term cash incentive awards. 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 restricted stock awards. Each of our named executive officers, other than Mr. Kennedy, is eligible to participate in the Deferred Compensation Plan. Mr. Kennedy participates in a different plan, governed by Irish law, under which we provide contributions equal to seven percent of his base salary, subject to his making required cash contributions to the plan.

In addition, the named executive officers, other than Mr. Kennedy, 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 Messrs. Smith’s, Powell’s and Kelly’s Deferred Compensation Plan accounts with an amount equal to five percent of their annual cash compensation, less the maximum matching contribution the participant was eligible to receive under our 401(k) Plan.

See the Non-qualified Deferred Compensation – 2015 table 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, we “froze” future benefit accruals under the TRIP. Mr. MillerLeyden accrued benefits under the TRIP prior to December 31, 2008. No other named executive officer participated in the TRIP. See the Pension Benefits – 20122015 table and accompanying narrative, and “Potential Payments Upon Termination or Change in Control” for additional information.

Deferred Compensation Plan

We maintain a Deferred Compensation Plan, which is a non-qualified plan under which executives may defer certain amounts of their annual and long-term incentive compensation. Salary deferral elections are made annually by eligible executives in respect of salary amounts to be earned in the following year. In addition, participants receive our matching contribution of up to 3 percent of their annual cash compensation with respect to amounts deferred by the participants into the Deferred Compensation Plan. We also contribute an amount equal to five percent of the participant’s annual cash compensation, less the maximum matching contribution the participant was eligible to receive under our 401(k) Plan. 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.

Each of our currently employed named executive officers, other than Mr. Kelly, participates in the Deferred Compensation Plan. Mr. Kelly participates in a different plan, governed by Irish law, under which we provide a contribution equal to 12 percent of his annual cash compensation, subject to Mr. Kelly’s making required cash contributions to the plan. See the “Non-qualified Deferred Compensation – 2012” table for additional information.

TAX CONSIDERATIONS

Section 162(m) of the Internal Revenue Code limits to $1 million the deductibility for federal income tax purposes of annual compensation paid by a publicly held company to its chief executive officer and other specified executive officers, unless certain conditions are met. To the extent feasible, we structure executive compensation to preserve deductibility for federal income tax purposes. In this regard, our stock compensation plans are designed to preserve, to the extent otherwise available, the deductibility of income realized upon the exercise of stock options. Moreover, ourOur Executive Incentive Plan, under which our annual incentive program is established, is designed to facilitate the deductibility of the annual bonus awards under Section 162(m). In addition, our stock compensation plans are designed to preserve, to the extent otherwise available, the deductibility of income realized upon the exercise of stock options. Nevertheless, we retain the discretion to authorize compensation that may not be deductible, such as the annual restricted stock awards that we currently

grant to our executives under our equity incentive program, and it is possible that some portion of compensation paid to our executives at present and in future years will be non-deductible, particularly if a change in control occurs. The compensation paid to Mr. Smith in 2012 did not exceed the deductible limit.

As noted above, under our change in control arrangements, we will make an additional payment to Mr. Miller if payments to him resulting from a change in control are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. It is possible that a change in control could result in our making additional payments to Mr. Miller. As noted above, we no longer provide for these payments in change of control agreements with persons who become executive officers.

STOCK OWNERSHIP GUIDELINES

In February 2008, our Board establishedWe 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 value attributable to shares in our 401(k) plan, restricted stock and a portion of stock options held by the executive (described below), as a multiple of that executive’s base salary, as follows:

AnEach of our executive who is subject to the ownership guidelinesofficers has until the later of February 2013 or five years after the date of his appointment or promotion to an executive officer position to satisfy the required stock ownership value. The guidelines applicable to each of our currently employed named

current executive officers at December 31, 2012,2015, and the named executive officer’s progress towards achieving the required stock ownership value, are shown on the following table:

20122015 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION

At our 20122015 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, of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the proxy statement for the 20122015 annual meeting. The stockholder vote in favor of named executive officer compensation totaled approximately 93.598.3 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 the CompanyTeleflex 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 ourTeleflex’s Annual Report on Form 10-K for the year ended December 31, 2012.2015.

SUMMARY COMPENSATION TABLE – 20122015

The following table sets forth compensation information with respect to the Company’s Chief Executive Officer, current and former Chief Financial OfficersOfficer and each of the three other person who was anmost highly compensated executive officerofficers during 2012.2015, determined in accordance with SEC regulations. These individuals are referred to in this Proxy Statement as the “named executive officers.”

for additional information regarding this award. Mr. Powell elected to defer $26,279$41,556 of his 20122015 non-equity incentive plan compensation into a deferral account under our Deferred Compensation Plan. See “Non-Qualified Deferred Compensation – 2012”2015” for additional information.