UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Securities Exchange Act of 1934 (Amendment

(Amendment No.     )

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

Check the appropriate box:

Teleflex Incorporated

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

550 East Swedesford Road, Suite 400

Wayne, Pennsylvania 19087

Notice of Annual Meeting of Stockholders

To Be Held on May 4, 20183, 2019

March 30, 201829, 2019

TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:

The annual meeting of stockholders (the “Annual Meeting”) of Teleflex Incorporated will be held on Friday, May 4, 20183, 2019 at 11:00 a.m., local time, at the Company’s headquarters, located at 550 East Swedesford Road, Wayne, Pennsylvania 19087, for the following purposes:

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

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

3. To vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018;2019; and

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

Our Board of Directors has fixed Monday, March 5, 20184, 2019 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 free1-800-PROXIES(776-9437), or via the internet at www.voteproxy.com.

PLEASE VOTE — YOUR VOTE IS IMPORTANT

TABLE OF CONTENTS

TELEFLEX INCORPORATED

550 East Swedesford Road, Suite 400

Wayne, Pennsylvania 19087

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is furnished to stockholders in connection with the solicitation of proxies by the Board of Directors of Teleflex Incorporated (the “Company”) for use at the Company’s annual meeting of stockholders (the “Annual Meeting”) to be held on Friday, May 4, 20183, 2019 at 11:00 a.m., local time, atthe Company’s headquarters, located at 550 East Swedesford Road, Wayne, Pennsylvania 19087. The proxies may also be voted at any adjournment or postponement of the Annual Meeting. Only stockholders of record at the close of business on March 5, 2018,4, 2019, the record date for the meeting, are entitled to vote. Each ownerstockholder of record on the record date is entitled to one vote for each share of common stock held. On the record date, the Company had 45,434,86046,071,321 shares of common stock outstanding.

This proxy statement and the enclosed form of proxy are being mailed to stockholders on or about March 30, 2018.29, 2019. A copy of the Company’s 20172018 Annual Report is provided with this proxy statement.

The Company will pay the cost of solicitation of proxies. In addition to this mailing, proxies may be solicited, without extra compensation, by our officers and employees, by mail, telephone, facsimile, electronic mail and other methods of communication. The Company reimburses banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonableout-of-pocket expenses in forwarding solicitation materials to the beneficial owners of the Company’s common stock.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on May 4, 20183, 2019

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

our 20172018 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 “brokernon-votes” will have no effect on the vote.

Approval of each of the other proposals requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Accordingly, abstentions have the same effect as votes against a proposal, while brokernon-votes will not be included in the vote count and will have no effect on the vote.

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

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

Most of our stockholders hold their shares as a beneficial owner through a broker, bank or other nominee rather than directly in their own name. If your shares are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the shares. As the beneficial owner, you generally have the right to direct your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee should provide you with a voting instruction form that you use to give instructions as to how your shares are to be voted.

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

The shares represented by a proxy will be voted in accordance with the instructions you provide on the proxy card or that you submit via telephone or the internet, unless the proxy is revoked before it is exercised. Any proxy card which is signed and returned but does not indicate voting instructions will be treated as authorizing a vote FOR the election of the director nominees described in this proxy

statement, FOR the approval, on an advisory basis, of the compensation of our named executive officers and FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018.2019.

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

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

You may revoke your proxy at any time before the proxy is exercised by delivering a signed statement indicating your revocation to our Corporate Secretary at our principal executive offices at 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087 at or prior to the Annual Meeting. Alternatively, you may revoke your proxy by timely executing and delivering, by internet, telephone, mail, or in person at the Annual Meeting, another proxy dated as of a later date. You also may revoke your proxy by attending the Annual Meeting in person and voting by ballot. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

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

PROPOSAL 1:

ELECTION OF DIRECTORS

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

At the Annual Meeting, fourthree directors will be elected for terms expiring at our annual meeting of stockholders in 20212022 or until their successors are duly elected and qualified, and one director will be elected for a term expiring at our annual meeting of stockholders in 2019 or until his successor is duly elected and qualified. The Board, upon the recommendation of the Nominating and Governance Committee, has nominated Candace H. Duncan, Liam Kelly, Stephen K. KlaskoJohn C. Heinmiller, Andrew A. Krakauer and StuartRichard A. RandlePacker for election to the Board for three-year termsterms. Messrs. Krakauer and Andrew A. Krakauer for election to the Board for aone-year term. Ms. Duncan and Messrs. Klasko and RandlePacker are continuing directors who previously were elected by our stockholders. Mr. KrakauerHeinmiller was appointed as a director by our Board in December 20172018 to fill a vacancy created as a result of the retirement of Jeffrey Graves,W. Kim Foster, one of our former Board members. Mr. Kelly, our President and Chief Executive Officer, is a new nominee who, if elected, will fill the vacancy created as a result of the increase in the size of the Board from nine to ten directors.

Our bylaws generally require that, in order to be elected in an uncontested election of directors, a director nominee must receive a majority of the votes cast with respect to that director’sdirector nominee’s election (for this purpose, a majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee). If a nominee who is currently serving as a director is notre-elected, Delaware law provides that the director will continue to serve on the board of directors. However, under our Corporate Governance Principles, the Board will not nominate for election as a director any incumbent director unless the director has submitted in writing his or her irrevocable resignation, which would be effective if the director does not receive the required majority vote and the Board accepts the resignation. Generally, if an incumbent director does not receive the required majority vote, our Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether to take other action. The Board would act on the resignation, generally within 90 days from the date that the election results are certified. The Board’s decision and an explanation of any determination with respect to the director’s resignation will be disclosed promptly in a current report on Form8-K filed with the SEC.

Our goal isWe seek to assemble a Board that operates cohesively and works with management in a constructive way so as to deliver long term stockholder value. In addition, the Board believes it operates best when its membership reflects a diverse range of experiences and areas of expertise. To this end, the Board seeks to identify candidates whose respective experience expands or complements the Board’s existing expertise in overseeing our company. Our Corporate Governance Principles provide that directors are expected to possess the highest character and integrity and to have business, professional, academic, government or other experience which is relevant to our business and operations. In evaluating nominees for election to the Board, our Board and Nominating and Governance Committee consider diversity principally from the standpoint of differences in occupational experience, education, skills, race, gender and national origin. However, there is no set list of qualities or areas of expertise used by the Board in its analysis because it assesses the attributes each particular candidate could bring to the Board in light of the then-current composition of the Board. We believe our current directors possess valuable experience in a variety of areas, which enables them to guide Teleflex in the best interests of the stockholders, and that the collective experience and expertise of the Board would be enhanced by the addition of Mr. Kelly, who has not previously served on the Board.stockholders. Information regarding each of our nominees and continuing directors is set forth below.

Nominees for election to the Board of Directors – Terms Expiring in 20212022

						Dr. Klasko’s background in medicine and business enables him to provide valuable insights with regard to our strategic and growth initiatives. His background in medicine enables him to provide a unique and practical perspective regarding the application and marketing of our medical device products, as well as trends in global healthcare markets.
Stuart A. Randle			-			Mr. Randle, 58, has been a director of Teleflex since 2009 and currently serves as chair of the Governance Committee and as a member of the Compensation Committee. Since December 2015, he has been the Chief Executive Officer of Ivenix, Inc., a medical device company that provides infusion delivery systems. Previously, Mr. Randle had been retired since September 2014 after serving for 10 years as President and Chief Executive Officer of GI Dynamics, Inc., a medical device company. From 2003 to 2004, he served as Interim Chief Executive Officer of Optobionics Corporation, a medical device company. From 2002 to 2003, Mr. Randle held the position of Entrepreneur in Residence of Advanced Technology Ventures, a healthcare and information technology venture capital firm. From 1998 to 2001, he was President and Chief Executive Officer of Act Medical, Inc. Prior to 1998, Mr. Randle held various senior management positions with Allegiance Healthcare Corporation and Baxter International Inc. Mr. Randle currently serves as a director of Beacon Roofing Supply, Inc. and 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.

Nominee for election to the Board of Directors – Term Expiring in 2019

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

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

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

Terms Expiring in 2019

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

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

The following individuals currently serve as directors in the two classes having terms that will end at the Annual Meetings in 2020 and 2021, respectively.

Terms Expiring in 2020

				Mr. Smith held several executive and senior level positions at C.R. Bard, Inc. during his approximately 25 year25-year tenure at that company. Most recently, Mr. Smith served as C.R. Bard’s President and Chief Operating Officer from 1994 to 1998. Mr. Smith currently serves on the boards of a variety of academic and health-related organizations, including the Advanced Medical Technology Association.   Mr. Smith’s extensive experience in the medical device industry and past experience as our Chief Executive Officer 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 Expiring in 2021

CORPORATE GOVERNANCE

Corporate Governance Principles and Other Corporate Governance Documents

Our Corporate Governance Principles, which include guidelines for the determination of director independence, the operation, structure and meetings of the Board, the committees of the Board and other matters relating to our corporate governance, are available on the Investors page of our website, www.teleflex.com. Also available on the Investors page are other corporate governance documents, including the Code of Ethics, the Code of Ethics for Chief Executive Officer and Senior Financial Officers and the charters of the Audit, Compensation and Nominating and Governance Committees. You may request these documents in print form by contacting us at Teleflex Incorporated, 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087, Attention: Secretary. Any amendments to, or waivers of, the codes of ethics will be disclosed on our website promptly following the date of such amendment or waiver.

Board Independence

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

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

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 Director and appoint a successor. Mr. Babich currently serves as our Lead Director.

Positions of Chairman and Chief Executive Officer

Mr. Smith previously served as our Chairman and Chief Executive Officer. Following his retirement as Chief Executive Officer on December 31, 2017, he has continued to serve as

non-executive Chairman of the Board. Therefore, effective January 1, 2018, the positions of Chairman and Chief Executive Officer were separated. We believe that Mr. Smith’s leadership skills, demonstrated by his service as our Chief Executive Officer over the past seven years, coupled with his intimate knowledge of our operations and the medical device industry generally, make him well qualified to serve as ournon-executive Chairman of the Board. The Board has nodoes not have a policy with respect to the separation of the roles of Chairman and Chief Executive Officer.

Executive Sessions ofNon-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 anon-management director may request. Such meetings are held in executive session, outside the presence of any directors who are executive officers. The Chairman presides over such meetings.

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

The Board and Board Committees

The Board held eightseven meetings in 2017.2018. Each of the directors attended at least 75 percent of the total number of meetings of the Board and the Board committees of which the director was a member during 2017.2018. The Board does not have a formal policy concerning attendance at our annual meeting of stockholders, but encourages all directors to attend. All of the Board members attended the 20172018 annual meeting of stockholders.

The Board has established a Nominating and Governance Committee, a Compensation Committee and an Audit Committee. The Board also has established aNon-Executive Equity Awards Committee, whose sole member is Mr. Smith.Kelly. TheNon-Executive Equity Awards Committee has authority to grant equity awards, under specified circumstances, to employees who are neither executive officers nor persons reporting to the Chief Executive Officer. See “Compensation Discussion and Analysis – 20172018 Compensation – Our Equity Grant Practices” for additional information.

Nominating and Governance Committee

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

The Nominating and Governance Committee considers candidates for Board membership. Our Corporate Governance Principles provide that directors are expected to possess the highest character and integrity, and to have business, professional, academic, government or other experience which is relevant to our business and operations. In addition, directors must be able to devote substantial time to our affairs. The charter of the Nominating and Governance Committee provides that in evaluating nominees, the Nominating and Governance Committee should consider the attributes set forth above.

To assist in identifying candidates for nomination as directors, the Nominating and Governance Committee sometimes employs a third-party search firm and also receives recommendations of candidates from Board members. Mr. KrakauerHeinmiller was initially recommended by a third-party search firm.one of the Company’s external advisors.

In addition, the Nominating and Governance Committee will consider recommendations for director candidates from stockholders. Stockholders can recommend candidates for nomination by delivering or mailing written recommendations to Teleflex Incorporated, 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087, Attention: Secretary. In order to enable consideration of the candidate in connection with our 20192020 Annual Meeting, a stockholder must submit the following information by February 3, 2019:2020:

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

The current members of the Nominating and Governance Committee are Messrs. Klasko, Packer and Randle. Mr. Randle currently serves as chair of the Nominating and Governance Committee. The Nominating and Governance Committee held foursix meetings in 2017.2018.

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 2017,2018, the Compensation Committee considered the recommendations of and data provided by its compensation consultant, Frederick W. Cook & Co., Inc. See “Compensation Discussion and Analysis” for additional information.

The current members of the Compensation Committee are Messrs. Babich, Krakauer and Randle. Mr. Babich currently serves as chair of the Compensation Committee. The Compensation Committee held seven meetings in 2017.2018.

Audit Committee

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

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

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

The current members of the Audit Committee are Mses. Duncan and Haggerty and Mr. Foster. Mr. FosterHeinmiller. Ms. Duncan currently serves as chair of the Audit Committee. The Audit Committee held elevenseven meetings in 2017.2018. 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 officer, to surveywho surveys and conduct interviews of several of our key business leaders, functional heads and other managers to identify and discuss the key risks pertaining to Teleflex, including the potential magnitude of each risk and likelihood of occurrence of adverse consequences of such risk. As part of this process, the senior executive responsible for managing the risk, the potential impact of the risk and management’s initiatives to manage the risk are identified and discussed. After receiving a report of the risk assessment results from the compliance officer, the BECC reviewsmembers of Teleflex senior management review and discussesdiscuss 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 is updated periodically during the course of each year and reviewed with the Audit Committee. We believe this process facilitates the Board’s ability to fulfill its oversight responsibilities with respect to risks that we encounter.

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

Director Compensation – 20172018

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

For 2017,2018, the amounts payable under ournon-management director compensation program were as follows:

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

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

The table below summarizes the compensation paid tonon-management directors during the fiscal year ended December 31, 2017.2018.

Director Stock Ownership Guidelines

We have stock ownership guidelines for ournon-management directors to further align the interests of our directors with those of our stockholders. The stock ownership guidelines require ournon-management directors to own shares of our common stock with an aggregate value equal to five times the annual cash retainer paid to our directors (exclusive of additional amounts provided to the committee chairs), which, based on the current $45,000$55,000 annual cash retainer, is equal to $225,000 and, following the increase in the cash retainer to $55,000 that will be effective immediately after the conclusion of the Annual Meeting, will be equal to $275,000. Directors may not sell shares of stock underlying equity awards granted to them in respect of their service on our Board until such time as they have met the required ownership level; provided, however, that, prior to meeting the required ownership level, directors may sell shares to cover the exercise price of stock options and taxes.

As set forth in the table below, at December 31, 2017,2018, each of our currentnon-management directors, other than Mr. Krakauer,Heinmiller, who was elected to the Board in January 2018,2019, satisfied the stock ownership requirements. As a result of Mr. Heinmiller’s purchases of our common stock subsequent to December 31, 2018, he also has satisfied the stock 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 requirements. Management has primary responsibility for preparing Teleflex’s consolidated financial statements and for its financial reporting process. Management also has the responsibility to assess the effectiveness of Teleflex’s internal control over financial reporting. PricewaterhouseCoopers LLP, Teleflex’s independent registered public accounting firm, is responsible for expressing an opinion on (i) whether Teleflex’s financial statements present fairly, in all material respects, its financial position and results of operations in accordance with generally accepted accounting principles and (ii) the effectiveness of Teleflex’s internal control over financial reporting.

In this context, the Audit Committee has:

Based on the review and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, the inclusion of the audited consolidated financial statements in Teleflex’s Annual Report onForm 10-K for the year ended December 31, 2017,2018, 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 the following current and former executive officers of our company, who are listed in the Summary Compensation Table that follows this discussion and who we refer to as our “named executive officers”:

Mr. Smith retired asDuring 2018, Ms. Boylan was our Chief Executive OfficerVice President. Global Regulatory Affairs and Quality Assurance. She assumed her current position on December 31, 2017. Effective January 1, 2018, Mr. Kelly, who previously served as our President and Chief Operating Officer, became our President and Chief Executive Officer. Mr. Smith continues to serve on our Board of Directors asnon-executive Chairman of the Board.2019.

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 20172018 executive compensation program to meet these objectives as follows:

Role of Compensation Committee, Chief Executive Officer and Compensation Consultant

The Compensation Committee of ourthe Board of Directors is responsible for the oversight of our executive compensation program. In 2017,2018, the Compensation Committee generally made all decisions concerning compensation awarded to the named executive officers other than Mr. Smith.Kelly. Determinations concerning Mr. Smith’sKelly’s compensation were made by the independent members of our Board of Directors.the Board. In making these compensation decisions, both the Compensation Committee and the independent members of the Board of Directors were assisted by the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc., which we refer to below as “FW Cook.” FW Cook was engaged directly by the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that the work of FW Cook has not raised any conflict of interest in connection with its service as an independent consultant to the Compensation Committee.

Mr. Smith,Kelly, with the assistance of our human resources department and FW Cook, provided statistical data to the Compensation Committee to assist it in determining appropriate compensation levels for our executives. He also provided the Compensation Committee with recommendations as to components of the compensation of our executives. Mr. SmithKelly did not make recommendations as to his own compensation. While the Compensation Committee utilized this information and considered Mr. Smith’sKelly’s observations with regard to other executive officers, the ultimate determinations regarding compensation for our executive compensationofficers, other than Mr. Kelly, were made by the Compensation Committee. The Compensation Committee also provided recommendations regarding Mr. Smith’sKelly’s compensation, subject to approval by the independent directors.

Determination of Compensation

In making its compensation determinations and recommendations for 2017,2018, the Compensation Committee took into accountconsidered an executive compensation review report prepared by FW Cook in Octoberlate 2016, that provided data regardingwhich the Compensation Committee previously used in 2017 to assess compensation for executives of other companies serving in capacities similar to the named executive officers. Specifically, the report provided an analysis ofanalyzed the compensation of our named executive officers in comparison to compensation provided to executives serving in similar capacities for companies within our designated peer group or(with respect to Messrs. Kelly, Powell and Leyden) and included in selected national survey data.data (with respect to all of our named executive officers). The peer group compensatory data and survey compensatory data referenced in the executive compensation review report reflected an adjustmentwas adjusted to January 1, 2017,2018, using a 3% per annum rate of increase.

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

To assist the Compensation Committee in selecting a peer group, FW Cook biannually provides a report that includes recommendations regarding the composition of the peer group; with respect to 2018 compensation, the Compensation Committee considered a report provided by FW Cook in late 2016. Not every company in the peer group we ultimately selected meets all of the peer group selection criteria. Nevertheless, we believe that each of the companies we selected represents a reasonable peer from the standpoint of size and business attributes.

Based onThe Compensation Committee selected the foregoing criteria, the Company added Align Technology, Inc. to the peer group. CareFusion Corporation and Sirona Dental Systems, Inc. were removed from thesame peer group because they were respectivelyfor 2018 as it used in 2017. On December 29, 2017, C.R. Bard, Inc. was acquired by Becton, Dickinson and Company and DENTSPLY International Inc. (which changed its name to DENTSPLY SIRONA Inc.) prior toCompany. However, the period covered byCompensation Committee referenced the peer group data included in the FW Cook’s executive compensation review report. Alere Inc. also was removedreport described above, which adjusted historical compensation data to January 1, 2018 using a 3% per annum rate of increase. Therefore, we did not remove C.R. Bard from the peer group, because its acquisition by Abbott Laboratories was pending (the acquisition was completed in October 2017).

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

We refer to this peer group as our “Executive Compensation Peer Group.”

To provide an additional competitive reference source for Messrs. Kelly, Powell and Leyden, and a reference source for the other named executive officers, the Compensation Committee also considered data included in FW Cook’s executive compensation review report that was derived from the Radford Global Technology Survey relating to companies with revenues in the range of$1-3 billion. The Compensation Committee’s use of this data constituted a change from the data it previously used, which was derived from the Hewitt Executive general industry survey (using all manufacturing companies) and the Radford Global Life Sciences Survey, a survey focused on life sciences companies. The Compensation Committee approved this change because Radford revised its Global Technology Survey to include data from several medical device companies, which made the survey data more closely approximate the peer group data. In reviewing the survey data, the Compensation Committee considered only the aggregated data provided by the surveys. The identity of the individual companies comprising the survey data was not reviewed or considered by the Compensation Committee in its evaluation process. Therefore, the Compensation Committee does not consider the identity of the companies comprising the survey data to be material information in this context.

The 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.

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

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

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

In connection with the Board’s appointment of Mr. Kelly’s promotion, he began receivingKelly, the Board set the following compensation,compensatory terms for him, effective as of January 1, 2018:

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

In making its compensation determinationsrecommendations with respect to Mr. Kelly’s promotion, the Compensation Committee referenced the peer group data and survey data in the executive compensation review report prepared by FW Cook in late 2016, described above under “Executive Compensation Overview – Determination of Compensation.”

In connection withSee “2018 Compensation – Equity Incentive Compensation – Performance Stock Units” below for information regarding performance stock units granted in June 2018 to our named executive officers, including Mr. Smith’s retirement, the Board approved our entry into a consulting agreement with Mr. Smith, under which he will provide support to Mr. Kelly with respect to specified transition matters. The consulting agreement has a term of two years, from January 1, 2018 through December 31, 2019. During the term of the Consulting Agreement, Mr. Smith will receive an annual fee of $406,250, payable each year in twelve equal monthly installments. The amount of the fee is based upon the estimated 130 hours of time per year that Mr. Smith is expected to devote to his consulting efforts, at the rate of $3,125 per hour; any additional consulting work by Mr.  Smith, for which he will be paid at the same hourly rate, will be subject to the approval of the Chief Executive Officer.Kelly.

20172018 COMPENSATION

Salaries

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

Mr. Kelly’s salary for 2018 was set in conjunction with the Board’s February 21, 2017 action appointing him as our President and Chief Executive Officer. See “Executive Compensation Overview – Appointment of Liam J. Kelly,” above. The Compensation Committee recommended a 2.5 percent increase in Mr. Smith’s salary and increasedadjusted salaries for the other named executive officers by 2.5within a range of no increase to a 3.0 percent increase, except as noted below. Mr. Kelly received a 5.0 percent increase, reflecting his increasing responsibilities within our company

in advance of his assuming the position of Chief Executive Officer. Mr. Leyden’s 8.0 percent increase and Mr. Kennedy’s 7.0Hicks’ 5.0 percent increase reflected peer group and survey data indicating that their salaries were substantiallyconsiderably below the median salaries of executives in a similar positionsposition within the peer group companies (with respect to Mr. Leyden) and survey group companies.companies (with respect to both Mr. Leyden and Mr. Hicks).

Annual Executive Incentive Compensation

General

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

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

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

For In 2018, for our named executive officers generally, 90 percent of the target award opportunity iswas based on financial performance measures. For Mr. Kennedy, who ceased being an executive officer on October 30, 2018, 50 percent of the target award opportunity iswas based on financial performance measures and 40 percent iswas based on performance measures related to our Global Operations function. The remaining ten percent of eachan executive officer’s target award opportunity iswas based on individual performance. We continue to believe that emphasizing financial performance encourages a unified commitment by our executives to performance that we believe directly affectscan enhance stockholder value.

The amount of the annual incentive award to be paid to an executive in respect of the financial performance objectives described above may be further adjusted, within the maximum award limit, upon consideration of additional factors. No such adjustments were made in 2017.

20172018 Award Components

The Compensation Committee determined to use the same corporate financial performance measures in 20172018 as it used in 2016 in exercising its negative discretion.2017. The weighting assigned to the corporate financial performance measures also was unchanged.

In addition to the adjustments pertaining to specific financial performance measures described below, the followingsome adjustments, which are referred to below as the “general adjustments,” were made with respect to each of the financial performance measures. The general adjustments principally include adjustments to address events with respect to business acquisitions and divestitures not contemplated in our annual operating plan. Specifically, the general adjustments relating to acquisitions and divestitures were as follows (adjustments were(we did not mademake adjustments for acquisitions of distributors of our products madeeffected as part of our ongoing program to convert sales of our products through third party distributors to direct sales or, where the acquired distributor was a master distributor that sold our products throughsub-distributors, to directenable us to directly administer product distribution through the existingsub-distributors or newsub-distributors (our “distributor to direct” sales conversion strategy)):

These adjustments were made to reduce the possibility that participants unduly benefit or suffer as a result of meaningful increases or decreases in actual results due to acquisition or disposition activities not contemplated by our annual operating plan. However, we did not make adjustments with regard to acquisitions that were part of our “distributor to direct” strategy because the principal focus of those acquisitions was to convert certain of our distributor sales channels to direct sales or to direct distribution throughsub-distributors rather than to expand our operations through the acquisition of new businesses or products. While general adjustments also could be applied to business divestitures, we had no divestitures in 2017.2018.

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

performance measure to address any extraordinary, unusual,non-recurring or otherwise unanticipated events. No such adjustments were made in 2018.

The performance measures under our 20172018 annual incentive program for our named executive officers, other than Mr. Kennedy, are set forth immediately below.

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 context of specified financial performance measures. Mr. Smith’sKelly’s satisfaction of his individual performance objectives was evaluated by our independent directors following a recommendation by the Compensation Committee. The Compensation Committee determined the amount of the award to be allocated to each of the other named executive officers with respect to their performance after considering Mr. Smith’sKelly’s recommendations.

For Mr. Kennedy, who hashad responsibility with respect to our Global Operations, which generally encompasses management of our supply chain and our manufacturing and distribution operations, 50 percent of his target award was based upon the achievement of the corporate financial performance measures described above (22.5 percent based on corporate revenue, 20 percent on EPS and 7.5 percent on cash flow). We included the corporate financial 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. Kennedy’s target award was based upon the following performance measures related to Global Operations:

of the end of each fiscal month during the quarter. The actual Global Operations Inventory Turns results are adjusted to reflect the general adjustments described above, and further adjusted to exclude the impact of foreign currency fluctuations with respect to currency translation and the impact of inventorybuild-up relating to global footprint consolidation initiatives. In addition, Global Operations inventory results exclude the inventory in our OEM reporting segmentand Interventional Urology segments because Mr. Kennedy doesdid not have responsibility for managing the inventory of that reporting segment.those segments.          We use Global Operations Inventory Turns as a performance measure because of the impact that inventory management can have on our working capital and operating efficiency. As was the case for all of our other named executive officers, the remaining 10 percent of Mr. Kennedy’s target award was based on the achievement of individual performance objectives. With respect to each of the financial and Global Operations performance measures generally, an executive’s incentive payoutaward could range from a minimum of 25 percent for threshold performance to a maximum of 200 percent of the target payout,award, depending on the degree of variation from the target amount of the performance measure; there is no payout foraward with respect to a performance measure if performance is below the threshold level. With respect to the 2017 payout2018 award ranges for EPS, upon taking into consideration our historical performance and expected market dynamics and growth rates, the Compensation Committee established targets to incentivize achievement of business objectives and stretch goals. In 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 payoutaward ranges underwith respect to the annual incentive plan.EPS performance measure. The Performance Peer Group differs from the peer groupExecutive Compensation Peer Group described above (the “Executive Compensation Peer Group”) in that it consists of companies whose businesses, irrespective of size differences, 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 total compensation due to the similar size of the constituent companies to ours, we believe the Performance Peer Group provides a better frame of reference for establishing our relative performance with respect to the markets in which we operate. The Performance Peer Group consisted of the following companies:   •  AngioDynamics, Inc.    •  Halyard Health,Hill-Rom Holdings, Inc. •  Becton, Dickinson and Company    •  Hill-Rom Holdings, Inc.Medtronic plc •  Boston Scientific Corporation •  Medtronic, Inc. •  C.R. Bard, Inc.    •  Stryker Corporation •  Edwards Lifesciences Corporation    •  Zimmer Biomet Holdings, Inc. •  Avanos Medical, Inc.      (formerly Halyard Health, Inc.) For 2017,2018, we added AngioDynamics,removed C.R. Bard, Inc., Edwards Lifesciences Corporation and Halyard Health, Inc. to from the Performance Peer Group because we determined that those companies met the criteria described above. We removed St. Jude Medical, Inc. because it was acquired by Abbott Laboratories.Becton, Dickinson and Company on December 29, 2017. In contrast to the Executive Compensation Peer Group, which we looked to for historical data as adjusted for inflation, our determination of award ranges for the EPS financial measure included, as described above, consideration of expected market dynamics and growth rates, which could no longer be applied to C.R. Bard, Inc. as a stand-alone entity. Based on the foregoing considerations, the target established for each performance measure and the percentage of target performance that would entitle a participant to a minimum or maximum payoutaward with respect to each measure were as follows (percentages are approximate):            Percentage of Target Performance (and Amount) Required For Performance Measure    Target     Performance*       Minimum PayoutAward     (25% of Target)*        Maximum PayoutAward     (200% of Target)*     Corporate Revenue    $2,067.22,418.7 million   95% ($1,963.82,297.8 million)    105% ($2,170.62,539.6 million) EPS    $7.849.34   90% ($7.06)8.41)    110% ($8.62)10.27) Cash Flow    $420.5499.8 million   80% ($336.4399.8 million)    120% ($504.6599.8 million) Global Operations Financial Performance    $49.981.1 million   109% ($54.488.2 million)    84.6% ($42.367.8 million) Global Operations Service Performance    94%93%   93%92% (98.9%)    95%94% (101.06%(101.08%) Global Operations Inventory Turns    2.742.700   98.25%97.48% (2.695)(2.632)    102.44%105.13% (2.810)(2.767)   * Target Performance and Minimum and Maximum PayoutAward performance levels reflect the adjustments described above, to the extent applicable. 20172018 Executive Incentive Compensation Targets and Awards The target award opportunity as a percentage of salary for each named executive officer was unchanged from 2016. The target award payable to a named executive officer for 20172018 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:   Name    Target Award Opportunity as a percentage of Salary   Target Award Opportunity      Target Award Opportunity as a percentage of Salary   Target Award Opportunity   Benson F. Smith      150 %    $ 1,409,521   Liam J. Kelly      80 %    $ 493,421        115 %    $ 972,519   Thomas E. Powell      75 %    $ 390,340        75 %    $ 401,541   James J. Leyden      40 %    $ 128,772        45 %    $ 156,467   Cameron P. Hicks      45 %    $ 143,011   Karen T. Boylan      45 %    $ 115,960   Thomas A. Kennedy*      45 %    $ 152,624        45 %    $ 148,251       * Ms. Boylan’s and Mr. Kennedy’s cash compensation is payable in euros. We determined the dollar amount of histheir respective target award opportunityopportunities set forth in the table above by converting Mr. Kennedy’s salarytheir salaries to U.S. dollars using the exchange rate in effect as of December 31, 20172018 of 0.8346960.8737 euros per dollar. The target award opportunity as a percentage of salary indicated in the table above reflected the following changes from the 2017 percentages. In connection with his appointment as our President and Chief Executive Officer, Mr. Kelly’s target award opportunity as a percentage of salary was increased from 80% to 115%. The target award opportunity as a percentage of salary for each of Messrs. Leyden and Hicks and Ms. Boylan was increased from 40% to 45%, so that their percentages more closely approached the 50th percentile of comparable executives addressed in FW Cook’s executive compensation review report. The following table provides information for each named executive officer regarding the applicable performance measures, target awards for each performance measure and actual payments with respect to each performance measure based on actual performance in 2017:2018:   Name   Performance Measure   Performance Measure as a percentage of Total Target Award Opportunity   Target   Amount Achieved   Actual Award   Actual Award as a  percentage of Target Award Opportunity for the Performance Measure     Performance Measure   Performance Measure as a percentage of Total Target Award Opportunity   Target   Amount Achieved   Actual Award   Actual Award as a percentage of Target Award Opportunity for the Performance Measure B. Smith   Corporate Revenue     40 %    $2067.2 million   $2.092.4 million   $ 647,532       114.85 %    EPS     35 %    $7.84   $8.47   $ 882,225       178.83 %    Cash Flow     15 %    $420.5 million   $436.6 million   $ 251,798       119.09 %    Individual Performance     10 %    N/A   N/A   $ 197,953       140.44 %  L. Kelly   Corporate Revenue     40 %    $2067.2 million   $2.092.4 million   $ 226,677       114.85 %    Corporate Revenue   40%   $2,418.7 million   $2,453.5 million   $ 457,590   117.6%   EPS     35 %    $7.84   $8.47   $ 308,834       178.83 %    EPS   35%   $9.34   $9.89   $ 525,549   154.4%   Cash Flow     15 %    $420.5 million   $436.6 million   $ 88,145       119.09 %    Cash Flow   15%   $499.8 million   $459.8 million   $ 102,115   70.0%   Individual Performance     10 %    N/A   N/A   $ 69,296       140.44 %    Individual Performance   10%   N/A   N/A   $ 116,702   120% T. Powell   Corporate Revenue     40 %    $2067.2 million   $2.092.4 million   $ 179,322       114.85 %    Corporate Revenue   40%   $2,418.7 million   $2,453.5 million   $ 188,933   117.6%   EPS     35 %    $7.84   $8.47   $ 244,316       178.83 %    EPS   35%   $9.34   $9.89   $ 216,993   154.4%   Cash Flow     15 %    $420.5 million   $436.6 million   $ 69,731       119.09 %    Cash Flow   15%   $499.8 million   $459.8 million   $ 42,162   70.0%   Individual Performance     10 %    N/A   N/A   $ 54,819       140.44 %    Individual Performance   10%   N/A   N/A   $ 52,200   130% J. Leyden   Corporate Revenue     40 %    $2067.2 million   $2.092.4 million   $ 59,158       114.85 %    Corporate Revenue   40%   $2,418.7 million   $2,453.5 million   $ 73,621   117.6%   EPS     35 %    $7.84   $8.47   $ 80,599       178.83 %    EPS   35%   $9.34   $9.89   $ 84,555   154.4%   Cash Flow     15 %    $420.5 million   $436.6 million   $ 23,004       119.09 %    Cash Flow   15%   $499.8 million   $459.8 million   $ 16,429   70.0%   Individual Performance     10 %    N/A   N/A   $ 22,535       175.00 %    Individual Performance   10%   N/A   N/A   $ 18,776   120% C. Hicks   Corporate Revenue   40%   $2,418.7 million   $2,453.5 million   $ 67,290   117.6%   EPS   35%   $9.34   $9.89   $ 77,283   154.4%   Cash Flow   15%   $499.8 million   $459.8 million   $ 15,016   70.0%   Individual Performance   10%   N/A   N/A   $ 17,161   120% K. Boylan   Corporate Revenue   40%   $2,418.7 million   $2,453.5 million   $ 54,562   117.6%   EPS   35%   $9.34   $9.89   $ 62,664   154.4%   Cash Flow   15%   $499.8 million   $459.8 million   $ 12,176   70.0%   Individual Performance   10%   N/A   N/A   $ 13,915   120% T. Kennedy   Corporate Revenue     22.5 %    $2067.2 million   $2.092.4 million   $ 39,440       114.85 %    Corporate Revenue   22.5%   $2,418.7 million   $2,453.5 million   $ 29,347   117.6%   EPS     20 %    $7.84   $8.47   $ 54,587       178.83 %    EPS   20%   $9.34   $9.89   $ 34,240   154.4%   Cash Flow     7.5 %    $420.5 million   $436.6 million   $ 13,632       119.09 %    Cash Flow   7.5%   $499.8 million   $459.8 million   $ 5,821   70.0%   Global Operations Financial Performance     24 %    $49.9 million   $62.4 million   $ 0       0 %    Global Operations Financial Performance   24%   $81.1 million   $82.6 million   $ 22,355   84.0%   Global Operations Service Performance     10 %    94%   91.2%   $ 0       0 %    Global Operations Service Performance   10%   93%   87.9%   $ 0   0%   Global Operations Inventory Turns     6 %    2.74   2.82   $ 18,315       200.00 %    Global Operations Inventory Turns   6%   2.70   2.433   $ 0   0%   Individual Performance     10 %    N/A   N/A   $ 14,499       95.00 %    Individual Performance   10%   N/A   N/A   $ 11,088   100% Based on the applicable levels of achievement described above, aggregate payments to each of the named executive officers were as follows:   Named Executive Officer    Target Award Opportunity      Actual Award      Payout Based on Performance  Achieved (% of Target Award)      Target Award Opportunity    Actual Award    Award Based on Performance Achieved (% of Target Award) Benson F. Smith    $ 1,409,521      $ 1,979,508        140.44 %  Liam J. Kelly    $ 493,421      $ 692,952        140.44 %       $ 997,519      $ 1,201,956      123.59 % Thomas E. Powell    $ 390,340      $ 548,187        140.44 %       $ 401,541      $ 500,287      124.59 % James J. Leyden    $ 128,772      $ 185,296        143.89 %       $ 156,467      $ 193,381      123.59 % Cameron P. Hicks      $ 143,011      $ 176,750      123.59 % Karen T. Boylan      $ 115,960      $ 143,317      123.59 % Thomas A. Kennedy    $ 152,624      $ 140,474        92.04 %       $ 148,251      $ 102,852      92.75 % The actual award payments to our named executive officers are reflected in the“Non-Equity Incentive Compensation” column of the Summary Compensation Table. Supplemental Awards In addition to the award described above with respect to our 2017 financial and individual performance objectives, our Board approved a supplemental $1 million cash award for Mr. Smith. The award principally is intended to recognize the significant stockholder value created through the $4 billion growth in our market capitalization in 2017 under Mr. Smith’s leadership, and also is intended to recognize his leadership with respect to our completion of two key acquisitions in 2017, designed to position our company for future growth. The Compensation Committee also approved a supplemental $50,000 cash award for Mr. Leyden, which was intended to recognize his significant contributions towards completion of the two key acquisitions in 2017. The size and structure of these awards were determined by our Board and Compensation Committee following consultation with F.W. Cook. Messrs. Smith’s and Leyden’s supplemental awards are reflected in the“Non-Equity Incentive Compensation” 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 target total direct 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. As discussed above, we previously disclosed,considered the competitive range to be between the median and 75th percentile of the comparative data. However, going forward we will seek to position target total direct compensation of our executives within a competitive range of the median of companies referenced in the comparative data. See “Executive Compensation Overview – Determination of Compensation” for additional information. In addition, the value of equity compensation provided to each of the named executive officers also reflected the contribution of each executive to our Company’s business strategy, the executive’s individual performance and other factors. Mr. Kelly’s incentive award opportunity initially was determined by the Board in February 2017 in conjunction with his appointment as our President and Chief Executive Officer, effective January 1, 2018. See “Executive Compensation Overview-Appointment of Liam J. Kelly as President and Chief Executive Officer.” Subsequently, in June 2018, the Board, upon the recommendation of the Compensation Committee, approved the grant of performance stock units, sometimes referred to below as “PSUs,” to specified senior managers of our company, including all of our continuing named executive officers. The performance stock units were a new component of our equity incentive compensation program. We determined to grant the performance stock units to increase management’s focus on longer-term, profitable growth opportunities, including both internal growth and growth through acquisitions, while maintaining stockholder value. In addition, we believe the performance criteria for vesting of the performance stock units, which are described below, appropriately conditions superior pay on superior performance, consistent with our objective to create a compensation structure that in large part is based on achievement of performance goals. We also granted the performance stock units in response to views of investors, compensation advisors and others that equity awards contingent upon performance with respect to specified financial measures should constitute a component of a long-term equity incentive program. Our grant of performance stock units increased each named executive officer’s 2018 equity incentive award opportunity by approximately 25%, assuming target performance and without giving effect to a provision of the performance stock units that we call the “RTSR Modifier,” which is based on relative total stockholder return, or “RTSR.” As described in more detail below, application of the RTSR Modifier, which entails a comparison of our total stockholder return to the total stockholder return of a designated group of public companies, may result in an increase or decrease in the number of performance stock units underlying the performance stock unit award, and a corresponding increase or decrease of the number of shares of our common stock issuable upon vesting and conversion of the performance stock units (each performance stock unit is convertible into one share of our common stock upon vesting). The following table shows the value of the initial equity incentive compensation opportunity approved for our named executive officers in both 2015February 2018 (comprised of stock options and 2016 because,restricted stock units), the performance stock unit target award opportunity provided to our named executive officers in June 2018 and the total target equity incentive award opportunity (including the performance stock unit target award opportunity) available to our named executive officers, based upon target performance and without giving effect to the RTSR Modifier: Name    Initial Equity Incentive Compensation Opportunity      PSU Target Award Opportunity     Total Target Equity Incentive Compensation Opportunity   Liam J. Kelly    $ 3,100,000      $ 775,000     $ 3,875,000   Thomas E. Powell    $ 1,400,000      $ 350,000     $ 1,750,000   James J. Leyden    $ 712,000      $ 178,000     $ 890,000   Cameron P. Hicks    $ 479,000      $ 119,750     $ 598,750   Karen T. Boylan    $ 220,000      $ 55,000     $ 275,000   Thomas A. Kennedy    $ 495,000        – (1)    $ 495,000   (1) In May 2018, Mr. Kennedy advised the Board that he will retire on March 31, 2019. Because the performance stock units granted in 2018 generally can vest upon retirement only if a holder retires on or after June 30, 2019, Mr. Kennedy was not granted any performance stock units. Initially, the Board authorized implementation of a performance stock unit component of our equity incentive compensation program for 2018 only. In February 2019,the Board, upon the recommendation of the Compensation Committee, determined to make the performance stock units an ongoing component of our equity incentive compensation program. In making its recommendation to the Board, the Compensation Committee considered the factors described above. In addition, after a review of an FW Cook analysis of peer group and survey data provided by FW Cook, the Compensation Committee determined that without the continuation of the performance stock unit component of our equity incentive compensation program, the value of equity incentive compensation was meaningfully below the general competitive range guidelines. Nevertheless, the comparative data provided by FW Cook and reviewed by the Compensation Committee in connection with its 2017 compensation determination indicated that the value of the equity incentive compensation opportunities for all of our named executive officers other than Mr. Powell continued toat target levels generally would be below our general competitive range guidelines. As a result,In this regard, the Compensation Committee noted that, prior to 2018, the amount of equity incentive compensation provided to our named executive officers generally was below the median level of companies included in 2017, we further increased the dollar amountcomparative data it reviewed. This was the case despite prior increases in the value of the equity compensation opportunity for eachmost of our named executive officers other than Mr. Powell,officers. By adding the performance stock awards component to our equity incentive compensation program on an ongoing basis, we believe that we will more closely approximate our general competitive range guideline, thereby enabling us to provide equity compensation that strengthens the utility of our equity incentive program as set forthan incentive for continued employment and enhances our ability to compete for executive talent. Components of the Equity Incentive Compensation Program As in the following table: Name    2016 Equity Incentive Compensation Opportunity      2017 Equity Incentive Compensation Opportunity   Benson F. Smith    $ 2,920,000      $ 3,700,750   Liam J. Kelly    $ 1,400,000      $ 1,600,000   Thomas E. Powell    $ 1,200,000      $ 1,200,000   James J. Leyden    $ 606,000      $ 658,000   Thomas A. Kennedy    $ 428,000      $ 495,000   Ourprevious years, our target equity incentive compensation for 2017 consisted of2018 included stock options and restricted stock units. 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 addition, as described above, the Board approved the grant of performance stock units to specified senior managers, including most of our named executive officers. In 2017,2018, we continued to allocate 65allocated 52 percent of the total target equity incentive compensation opportunity to stock options because we believedcontinue to believe that stock price appreciation should be the principal determinant of the economic return received by our executives from equity compensation, and absent such appreciation, stock options would have no value. As such, we consider stock options to be performance basedperformance-based compensation that provides a strong alignment between return to stockholders and the compensation of executives. The remaining 35We allocated 28 percent of the total equity incentive compensation opportunity was allocated to restricted stock units, which we granted to provide a retention incentive forincentives to our executives to continue as employees of our company and an incentive to increase stockholder value. We routinely evaluate and consider The remaining 20 percent of the type of awards granted under ourtotal equity incentive program and may, incompensation opportunity was allocated to performance stock units, for the future, decide that other types of awards are appropriate to provide incentives that promote our goals and objectives. reasons set forth above. Stock Option Awards In accordance with the equity award allocation described above, we granted stock options to our named executive officers in 2017 based upon 652018 that represented 52 percent of their respective total equity incentive compensation opportunities. Using a Black-Scholes methodology, we valued the stock options granted in February 20172018 at $35.66$58.11 per underlying share. As a result of these computations, the named executive officers received stock options for the respective numbers of underlying shares set forth below:   Name    Number of Shares Underlying Options Benson F. Smith 67,453   Liam J. Kelly      29,16334,676   Thomas E. Powell      21,87215,660   James J. Leyden      11,9937,964 Cameron P. Hicks 5,358 Karen T. Boylan 2,461   Thomas A. Kennedy      9,0225,537   In contrast to the valuation we use to determine the number of shares underlying stock options that we grant to the named executive officers, the dollar amountamounts for option awards shownincluded in the “Option Awards” column of the Summary Compensation Table generally reflects the aggregate grant date fair value of theeach named executive officer’s award, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation,” which we refer to below as “ASC Topic 718.” See note 3 to the Summary Compensation Table for further information. For additional information regarding terms of stock options granted to the named executive officers, see the footnotes accompanying the Grants of Plan-Based Awards table. Restricted Stock Units In February 2017,2018, we granted restricted stock units to our named executive officers based upon 35that represented 28 percent of their respective total target equity incentive compensation opportunities. Upon vesting, a restricted stock unit is converted into one share of our common stock. We valued the restricted stock units granted in February 20172018 at $166.39$263.35 per share. These values wereunit. This value was determined based upon the30-day trailing average closing price of our common stock as of the date on which the restricted stock units were approved, discounted by the present value of estimated future dividends to be declared on our common stock during the applicable vesting period, as the holders of restricted stock units do not have dividend rights. As a result of these computations, the named executive officers received restricted stock units for the respective numbers of shares set forth below:   Name    Number of Restricted Stock Units Benson F. Smith 7,785   Liam J. Kelly      3,3664,120   Thomas E. Powell      2,5241,861   James J. Leyden      1,384946 Cameron P. Hicks 637 Karen T. Boylan 292   Thomas A. Kennedy      1,041658   In contrast to the valuation we use to determine the number of restricted stock units awarded to the named executive officers, the dollar amounts for restricted stock units shownincluded in the Summary Compensation Table, which constitute a portion of the amount included in the “Stock Awards” column of the Summary Compensation Table, generally reflect the aggregate grant date fair value of each named executive officer’s award, determined in accordance with ASC Topic 718. See note 2to the Summary Compensation Table for further information. For additional information regarding restricted stock unit terms, see the footnotes accompanying the Grants of Plan-Based Awards table. Performance Stock Units The performance stock units are designed to focus our executives’ efforts on specific long-term goals. Unlike our other equity awards, the number of performance stock units ultimately underlying a performance stock award is principally dependent upon our performance during the 2018-2020 period (the “Performance Period”) with respect to two financial performance measures. In addition, the number of performance stock units that ultimately are converted into shares of our common stock upon vesting is subject to further adjustment based on application of the RTSR Modifier, as described below. The financial measures used with respect to the performance stock units are similar to the corporate revenue and EPS financial measures that we use in connection with our annual incentive program. However, there are some meaningful differences. Prominent among the differences is the fact that the performance stock unit financial measures cover a three-year period rather than aone-year period, which we believe provides an incentive for the achievement of sustained, longer-term performance. In addition, as explained in more detail below, the application of the financial measures over a three-year period enables a year-over-year assessment of acquisitions (utilizing pro forma adjustments, as appropriate), which we believe facilitates an assessment of management’s ability to effectively integrate acquisitions within our operations in a manner that enhances our “core” growth. Additional information regarding the financial measures utilized in connection with the performance stock units granted in 2018 to participating executive officers is set forth below: Sixty percent of the performance stock unit target award opportunity is based on “constant currency revenue growth,” which will be calculated by taking the average of our constant currency revenue growth for each year during the Performance Period. “Constant currency revenue growth” means the change in our consolidated net revenues, expressed as a percentage, during a calendar year (the “Comparison Year”), as compared to the previous year (the “Base Year”), adjusted to eliminate the impact of translating the results of international subsidiaries at different currency exchange rates from year to year, as well as the impact of any changes in accounting rules or in their application, or in applicable laws, to the extent not contemplated as part of our longer term business plan. If, during the Performance Period, we acquire another entity or all or substantially all of the assets of another entity (an “Acquired Business,” which does not include a distributor that we acquire as part of our “distributor to direct” sales strategy), constant currency revenue growth for the year in which such acquisition occurs will be calculated on a pro forma basis to include the actual results of the Acquired Business for (a) any interim period prior to the acquisition date for the year in which the acquisition occurs and (b) the year preceding the year in which the acquisition occurs. Similarly, if we divest any of our businesses (a “Divested Business”) during the performance period, constant currency revenue growth for the year in which such divestiture occurs will be calculated on a pro forma basis to exclude the actual results of the Divested Business for (a) any interim period prior to the divestiture date for the year in which the divestiture occurs and (b) the year preceding the year in which the divestiture occurs. We use constant currency revenue growth as a performance measure because we believe that our success going forward will, to a meaningful extent, be dependent on our ability to generate sales growth over the long-term. Moreover, by providing for the inclusion in the computation of constant currency revenue growth of Acquired Businesses and exclusion of Divested Businesses (including pro forma inclusion or exclusion for designatedpre-acquisition orpre-disposition periods), we seek to focus management on the achievement of effective year-over-year “core” growth throughout the Performance Period. We eliminated the effect of foreign currency exchange rate fluctuations from this measure because we wanted to focus on the growth of our ongoing business exclusive of giving effect to such fluctuations, which are outside the control of management. As initially granted, the number of stock units underlying a performance stock award is equal to the target number of performance stock units, and 60 percent of the target number of performance stock units granted to an executive are subject to adjustment based to our performance with respect to the constant currency revenue growth financial measure. The actual number of performance stock units ultimately underlying a performance stock award, before giving effect to the RTSR Modifier, could range from a minimum of one percent of the target number of performance stock units for threshold performance to a maximum of 200 percent of the target number of performance stock units, depending on the degree of variation from the target percentage of constant currency revenue growth financial measure (before application of the RTSR Modifier); no performance stock units will be available for vesting if performance is below the threshold level. The target established with respect to the constant currency revenue growth financial measure, and the percentage of target performance that would that would entitle the holder to the minimum and maximum number of performance stock units for the financial measure, is indicated in the following table: Percentage of Target Performance (and Amount) Required For Target Performance* Minimum Award Maximum Award 6.8% 92.64% (6.3%) 107.35% (7.3%) * Target Performance and Minimum and Maximum Award performance levels reflect the adjustments described above, to the extent applicable, and are subject to further modification following application of the RTSR Modifier. The number of performance stock units underlying the performance stock awards for performance between threshold and maximum performance will be adjusted proportionately. Forty percent of the performance stock unit target award opportunity is based on “earnings per share growth,” which will be calculated based on the average of our adjusted earnings per share growth for each year during the Performance Period. “Earnings per share growth” means the change in our adjusted earnings per share in the Comparison Year as compared to the Base Year. “Adjusted earnings per share” is our adjusted diluted earnings per share, as reported in our earnings press releases. Earnings per share growth will be further adjusted to reflect the impact of any changes in accounting rules or in their application, or in applicable laws, to the extent not contemplated as part of our longer-term business plan. If we acquire an Acquired Business during the Performance Period, earnings per share growth for the year in which such acquisition occurs will be calculated on a pro forma basis to include the actual results of the Acquired Business and interest expense related to the purchase price for the Acquired Business for (a) any interim period prior to the acquisition date for the year in which the acquisition occurs and (b) the year preceding the year in which the acquisition occurs. In addition, if we make any contingent consideration payment during the Performance Period with respect to the Acquired Business, earnings per share growth for the year in which such contingent consideration payment is made will be calculated on a pro forma basis to include interest expense related to the contingent consideration payment for both the year in which the payment is made and the preceding year. If we divest a Divested Business during the Performance Period, earnings per share growth for the year in which such divestiture occurs will be calculated on a pro forma basis to exclude the actual results of the Divested Business and include interest savings related to the proceeds from the Divested Business for (a) any interim period prior to the divestiture date for the year in which the divestiture occurs and (b) the year preceding the year in which the divesture occurs. In addition, if we receive a contingent consideration payment during the Performance Period with respect to the Divested Business, earnings per share growth for the year in which such contingent consideration payment is made will be calculated on a pro forma basis to include interest savings related to the contingent consideration payment for both the year in which the payment is made and the preceding year. We use earnings per share growth as a performance measure because we believe that it provides a good indication of management’s long-term overall performance with respect to our enterprise, including the results of businesses acquired during the Performance Period, without giving effect to results of businesses that we no longer own. We based the financial measure on our adjusted diluted earnings per share, as reported in our earnings press releases, because we believe it is a key financial measure used by investors, and by including it as a financial measure for the performance stock units, we can better focus on encouraging performance that addresses investors’ long-term expectations. As is the case with the constant currency revenue growth financial measure, we provide for the inclusion of Acquired Businesses and the exclusion of Divested Businesses to focus on management’s achievement of “core growth,” for which the results of Divested Businesses are not relevant. We determined to make adjustments for interest expense and interest savings, with respect to contingent consideration payments or receipts related to Acquired Businesses and Divested Businesses, respectively, because they offset variations in year over year results that otherwise may result from the timing of contingent consideration payments. As is the case with respect to the constant currency revenue growth financial measure, the minimum award with respect to the earnings per share growth metric is one percent of the target number of performance stock units for threshold performance to a maximum of 200 percent of the target number of performance stock units, depending on the degree of variation from the target percentage of the earnings per share growth financial measure (before application of the RTSR Modifier); no performance stock units will be available for vesting if performance is below the threshold level. Information with respect to performance targets for the earnings per share growth financial measure during the pendency of the Performance Period is not considered material to an understanding of our compensation arrangements and is not addressed in this proxy statement because it represents confidential business or financial information that we do not otherwise disclose to the public. Disclosing the information could cause significant competitive harm to Teleflex. We believe that the performance target for the earnings per share growth financial measure was set at an appropriate level to be challenging, but sufficiently realistic to motivate the performance of our senior management. Information with respect to the earnings per share growth minimum, target and maximum award opportunities, and the actual number of shares awarded with respect to the earnings per share growth financial measure, will be disclosed in our proxy statement for the annual meeting in the year following conclusion of the Performance Period. After the number of performance stock units underlying a performance stock unit award is determined as set forth above, the number of performance stock units underlying a performance stock award is subject to further modification based on our total stockholder return relative to companies included in one or more of the following: Companies within the Standard & Poor’s Midcap 400 Index that are in the same Global Industry Classification Standards (GICS)sub-industry (Health Care Equipment) as Teleflex; Companies within the Standard & Poor’s 500 Index that are within the same GICSsub-industry as Teleflex; and The Executive Compensation Peer Group (other than C.R. Bard, which was acquired by Becton, Dickinson and Company in December 2017). The entities described above collectively are referred to as the “RTSR Peer Group.” Set forth below is a list of the companies initially in the RTSR Peer Group (as described below, it is possible that, based on subsequent events, a company may be removed from the RTSR Peer Group): •  Abbott Laboratories •  Hologic, Inc. •  ABIOMED, Inc. •  IDEXX Laboratories, Inc. •  Align Technology, Inc. •  Integra Lifesciences Holding Corporation •  Baxter International Inc. •  Intuitive Surgical, Inc. •  Becton, Dickinson and Company •  LivaNova PLC •  Boston Scientific Corporation •  Masimo Corporation •  Cantel Medical Corp. •  Medtronic plc •  CONMED Corporation •  NuVasive, Inc. •  The Cooper Companies, Inc. •  ResMed Inc. •  Danaher Corporation •  STERIS plc •  DENTSPLY SIRONA Inc. •  Stryker Corporation •  Edwards Lifesciences Corporation •  Varian Medical Systems, Inc. •  Globus Medical, Inc. •  West Pharmaceutical Services, Inc. •  Haemonetics Corporation •  Zimmer Bionet Holdings, Inc. •  Hill-Rom Holdings, Inc. The RTSR Modifier will be applied based on the extent to which our rate of return reflecting stock price appreciation of our common stock from December 29, 2017 to December 31, 2020 exceeds the rate of return reflecting stock price appreciation of the common stock (or equivalent security) of each of the RTSR Peer Group companies during the same period. For the purposes of this calculation, the price of our common stock and the stock price of the companies in the RTSR Peer Group will be based upon the average of the stock price on the principal stock exchange on which the stock is traded for the 20 trading days immediately preceding the first and last day of the Performance Period. Based upon the percentage of RTSR Peer Group companies whose total stockholder return is exceeded by our total stockholder return during the three-year Performance Period (the “RTSR Ranking”), the number of performance stock units that would vest solely as a result of financial measure performance will be modified as follows: Teleflex RTSR Ranking Percentage Modification of PSUs Underlying a PSU Award < 25% 25% to 40% > 40% to 60% > 60% to 75% > 75% - 25% - 25% to 0%* 0% 0% to 25%* 25% *   Amounts within the indicated ranges will be determined using linear interpolation. The RTSR Peer Group will be subject to the following adjustments: If a RTSR Peer Group company files for bankruptcy and/or liquidation or is operating under bankruptcy protection (each of which is referred to below as a “bankruptcy event”), it will be deemed to have a total stockholder return during the Performance Period of minus 100%. If a RTSR Peer Group company is acquired and is no longer existing as a public company whose stock is traded on its primary stock exchange (other than due to a bankruptcy event), it will be removed from the RTSR Peer Group. A RTSR Peer Group company will continue to be included in the RTSR Peer Group so long as its shares remain publicly traded, even if the company is no longer included in the S&P Midcap 400 Index, the S&P 500 Index or the Executive Compensation Peer Group. If, as a result of a reorganization of a RTSR Peer Group member, an entity is a successor to all or substantially all of the primary business of the RTSR Peer Group member, that entity will be deemed to be a Peer Group member, subject to the adjustments described above. No companies will be added to the RTSR Peer Group during the Performance Period. We included the RTSR Modifier with respect to the calculation of the number of shares, if any, to be provided upon vesting of the performance stock units because we wanted the ultimate number of shares underlying the performance stock units to be based in part on the performance of our common stock, thereby directly aligning management incentives with stockholder returns. We based the RTSR Modifier on return relative to other companies to reduce the impact of changes in general market conditions that are outside of management’s control. Such changes could have a meaningful impact if we measured the total stockholder return of our common stock on an absolute basis (i.e., without reference to the total stockholder return of other companies). In addition, we selected the RTSR Peer Group to avoid penalizing or rewarding management with respect to industry-wide conditions generally affecting the members of the RTSR Peer Group. Our June 2018 grant of performance stock units to the named executive officers other than Mr. Kennedy was based upon 25 percent of their respective initial target total equity incentive compensation opportunity. Each performance stock unit is converted into one share of our common stock upon vesting. For purposes of determining the number of performance stock units granted to each named executive officer, we valued the performance stock units at $284.33 per unit. This value was determined using a Monte Carlo valuation model, which simulates a range of possible future stock prices for Teleflex and the companies in the RTSR Peer Group, considering the probable outcome with respect to performance conditions over the performance period to determine value related to the RTSR Modifier. However, in contrast to the valuation used to determine the number of performance stock units to be granted to each named executive officer, the dollar amounts for performance stock units included in the Summary Compensation Table, which constitute a portion of the amount included in the “Stock Awards” column of the Summary Compensation Table, generally reflect the aggregate grant date fair value of each named executive officer’s award, determined in accordance with ASC Topic 718. See Note 2 to the Summary Compensation Table for additional information. The number of performance stock units underlying a performance stock award initially were determined based on the target award, without giving effect to the RTSR Modifier. However, as described above, the number of performance stock units, if any, that ultimately will underlie a performance stock unit award (and be converted upon vesting into our common stock, on a one share per performance stock unit basis) will be adjusted based on our actual performance with respect to the two financial measures and the application of the RTSR Modifier. The named executive officers received the respective numbers of performance stock units, based on target performance and without giving effect to the RTSR Modifier, set forth in the table below: Name Target Number of PSUs Liam J. Kelly 2,726 Thomas E. Powell 1,231 James J. Leyden 626 Cameron P. Hicks 421 Karen T. Boylan 193 Our Equity Grant Practices Stock options and restricted stock units granted under our equity incentive compensation program are granted in the first quarter of each year, effective on the third business day after we announce our financial results for the preceding year. Our stock options have an exercise price equal to the closing price of our common stock on the effective date of grant and generally vest in equal annual increments on the first three anniversaries of the effective date of grant. Our restrictedTo the extent that they vest, the performance stock units granted to our named executive officers in 2018 will vest in their entirety on February 27, 2021, which is the third anniversary of the effective dateour 2018 annual grants of grant.stock options and restricted stock units. We believe that these vesting terms program provide our executives with a meaningful incentive for continued employment. OurThe Board of Directors has delegated to Mr. Smith,Kelly, as the sole member of theNon-Executive Equity Awards Committee, the authority to grant equity awards to employees who are not executive officers and who do not otherwise report to the Chief Executive Officer. The equity awards may be granted only in connection with commencement of employment, promotions to positions eligible to receive equity awards or recognition of performance for employees eligible to receive equity awards under guidelines approved by the Compensation Committee. Personal Benefits We provide our named executive officers with personal benefits that we believe are appropriate as part of a competitive compensation package designed to attract and retain highly skilled executives. The personal benefits provided to our named executive officers principally consist of a company automobile or automobile allowance, andreimbursement for financial planning services, term life insurance coverage.coverage and executive physical examinations. In addition, we providedprovide to Mr. Smith in 2017Kelly personal use of our corporate aircraft for up to a maximum of 50 hours. Commencing in 2018, we are providing the same benefit annually to Mr. Kelly, who succeeded Mr. Smith as our Chief Executive Officer,hours per year, provided that our incremental cost for providing such personal aircraft use may not exceed $190,000 per year. In 2017, we provided$190,000. We also provide to each of Mr. Kelly and Mr. Powell personal use of our corporate aircraft for up to a maximum of 25 hours per year, provided that our incremental cost for providing such personal aircraft use to each of them couldmay not exceed $95,000. We will continue to provide this annual benefit to Mr. Powell in 2018. Messrs. Smith, Kelly and Powell are each fully responsible for personal income tax liability associated with personal use of our corporate aircraft, and we do not provide tax assistance with respect to this imputed income (i.e., no“gross-ups”). Upon Mr. Smith’s retirement as our Chief Executive Officer on December 31, 2017, we ceased providing to him the personal benefits described above. Prior to his promotion to the position of Executive Vice President and Chief Operating Officer in May 2015, Mr. Kelly, an Irish national, received expatriate benefits under an agreement with us. The agreement provided certainon-assignment allowances and reimbursements, as well as certain relocation and income tax equalization benefits. In connection with his May 2015 promotion to the positions of Executive Vice President and Chief Operating Officer, Mr. Kelly relocated to the United States and agreed to forego any future benefits under the agreement, which was terminated. However, in 2017, we made certain additional payments to Mr. Kelly under the agreement in respect of obligations that were incurred prior to termination of the agreement. Additional information regarding personal benefits for our named executive officers is provided in the Summary Compensation Table and the accompanying footnotes. We periodically review the levels of perquisites and other personal benefits provided to our named executive officers and may make changes as we deem appropriate. ONGOING AND POST-EMPLOYMENT ARRANGEMENTS We have several plans and agreements addressing compensation for our named executive officers that accrue value as the executive continues to work for us, provide special benefits upon certain types of termination events and provide retirement benefits. These plans and agreements were designed to be a part of a competitive compensation package that would encourage our executives to remain employed by us. Not all plans apply to each named executive officer, and the participants are indicated in the discussion below. Executive Severance Arrangements The severance agreements we have entered into with each of the named executive officersMessrs. Kelly, Powell, Leyden and Hicks provide payments and other benefits to the named executive officer if we terminate his employment for any reason other than death, disability or cause“cause” (as defined in the severance agreements) or if he terminates employment for “good reason,”reason” (as defined in the severance agreements), except in circumstances covered by the change in control agreements described below. The severance compensation for each executive officer consists of continued payment of the executive’s base salary during a “severance compensation period” (as defined in the severance agreements) following termination of 24 months for each of Messrs. Kelly and Powell, and nine to 12 months for Mr.each of Messrs. Leyden and Hicks, based on the length of his service. Under these agreements, in the event the executive is terminated before the last day, but after the completion of at least six months, of a performance period, the executive also may receive payment of apro-rated amount of the annual incentive award the executive would have been entitled to receive for the year in which his employment terminated (the“pro-rated payment”).; for this purpose, target performance will be assumed with respect to any individual performance component. The agreements also provide the executive with continued health, life and accident insurance for up to the full severance compensation period, as well as certain additional benefits. Mr. Kennedy,Ms. Boylan, an Irish national, is subject to a contract of employment with us that reflects Irish compensation practices. Under the contract, we generally are required to provide himher with six months prior notice of termination of hisher employment (the “notice period”), and we may choose to relieve himher of hisher employee duties during the notice period while continuing to provide to him his salary and contractual benefits.benefits to her. Our severance agreement with Mr. KennedyMs. Boylan provides that, under circumstances similar to those specified in the other named executive officers’ severance agreements, we will continue to provide hisher base salary during a “severance compensation period” of 9 to 12 months; however, unlike the provisions of the other named executive officers’ severance agreements, hisher severance agreement does not cover termination for disability, hisher severance compensation period begins on the date specified in the notice of termination under hisher contract of employment, and the severance compensation period under her severance agreement is reduced by the term of the notice period. If applicable, Mr. KennedyMs. Boylan also is eligible to receive apro-rated payment of hisher annual incentive award for a performance period if heshe receives hisher notice of termination before the last day but after completion of at least six months of the performance period.period; for this purpose, target performance will be assumed with respect to any individual performance component. Ms. Boylan’s severance agreement also provides for continued health, life and accident insurance for up to the full severance compensation period, as well as certain additional benefits. We believe that these severance arrangements provide a competitive benefit that enhances our ability to retain capable executive officers. See “Potential Payments Upon Termination or Change in Control” below for additional information regarding the terms of the severance agreements. Because Mr. Smith has retired as an employee of our company, hisKennedy’s severance agreementarrangement with us, which is similar to Ms. Boylan’s, will no longer be in effect.effect after his retirement on March 31, 2019. Change in Control Arrangements We have change in control agreements with each of the named executive officers, which provide for payments and other benefits to the executive if we terminate the executive’s employment for any reason other than disability or cause,“cause” (as defined in the change in control agreements), or if the executive terminates employment for “good reason,”reason” (as defined in the change in control agreements), in each case within two years following a change in control. Such payments include, among other things, payment of the executive’s base salary for a specified period (three years for Mr. Kelly, two years for Mr. Powell, and 18 months for Mr. Leyden)Leyden, Mr. Hicks and Ms. Boylan) following termination and, for Mr. Kennedy, 18 months(or, in the case of Ms. Boylan, following the date upon whichissuance of a notice of termination, is givensubject to reduction if she receives certain benefits under hisher contract of employment (but subject to offset for any statutory redundancy payment required or salary payable to Mr. Kennedy in respect of any notice period required to be given under the terms of his contract of employment)Irish law). In addition, such payments include specified multiples (generally, three times for Mr. Kelly, two times for Mr. Powell, and 1.5 times for Messrs.Mr. Leyden, Mr. Hicks and Kennedy)Ms. Boylan) of the target bonus that would be payable under any company cash bonus plan payable in the year following termination, or, in(in the case of Mr. Kennedy,Ms. Boylan, the target bonus payable in the year following the year in which hisher notice of termination is given.given). The agreements also provide for apro-rated target bonus for the portion of the ongoing performance period under a company cash bonus plan that elapsed prior to the executive’s termination (or, in the case of Mr. Kennedy,Ms. Boylan, prior to the date hisher notice of termination is given). The agreements also provide to the executive continued health insurance for up to the period described above during which base salary will continue to be paid. For a more detailed discussion of the change in control agreements, including a listing of additional payments and other benefits under the agreements, see “Potential Payments Upon Termination or Change in Control,” below. We do not provide tax“gross-ups” in connection with our change of control arrangements. We entered into the change in control arrangements so that our executives can focus their attention and energies on our business during periods of uncertainty that may occur due to a potential change in control. In addition, we want our executives to support a corporate transaction involving a change in control that is in the best interests of our stockholders, even though the transaction may have an effect on the executive’s continued employment with us. We believe these arrangements provide an important incentive for our executives to remain with us. As Mr. Smith has retired as an employee of our company, hisKennedy’s change in control agreementarrangement with us, which is similar to Ms. Boylan’s, will no longer be in effect.effect after his retirement on March 31, 2019. Retirement Benefits We provide certain retirement benefits to our executive officers that also are offered to our other employees. In addition, we maintain certain supplemental plans for our executives that are intended to promote tax efficiency and replace the benefit opportunities lost due to regulatory limits on broad-basedtax-qualified plans. Deferred Compensation Plan We maintain a Deferred Compensation Plan, which is anon-qualified plan under which executives may defer specified amounts of their salary and compensation under the annual incentive compensation program. Salary deferral elections are made annually by eligible executives in respect of salary amounts to be earned in the following year. Deferral elections with regard to a cash incentive award are made by executives no later than six months prior to the end of the performance period applicable to the award. Participants may direct the investment of deferred amounts into a fixed interest fund or one or more notional funds, including a notional Teleflex stock fund. Executives also may defer receipt of shares upon vesting of restricted stock unit awards. Each of our named executive officers, other than Mr. Kennedy and Ms. Boylan, is eligible to participate in the Deferred Compensation Plan. Mr. Kennedy participatesand Ms. Boylan participate in a different plan, governed by Irish law, under which we provide contributions of 10 to 12 percent of his base salary, depending upon the level of histheir respective contributions under the plan.plan. In addition, the named executive officers, other than Ms. Boylan and 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 each named executive officer’s Deferred Compensation Plan account with an amount equal to a specified percentage of his annual cash compensation (five percent for Messrs. Kelly and Powell and three percent for Mr. Leyden; prior to his retirement as Chief Executive Officer,Leyden and Mr. Smith’s account was credited with five percent),Hicks) less the maximum matching contribution the participant was eligible to receive under our 401(k) Plan. See the Nonqualified Deferred Compensation – 20172018 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, no further benefits are accrued under the TRIP. Mr. Leyden accrued benefits under the TRIP prior to December 31, 2008. No other named executive officer participated in the TRIP. See the Pension Benefits – 20172018 table and accompanying narrative, and “Potential Payments Upon Termination or Change in Control” for additional information. TAX CONSIDERATIONS Prior to the enactment of the Tax Reform and Jobs Act on December 22, 2017, Section 162(m) of the Internal Revenue Code (“Section 162(m)”) placedgenerally places a $1 million limitation on the deductibility of compensation paid by a publicly held company to eachcertain of its chief executive officerofficers. For tax years beginning prior to January 1, 2018 (and specifiedpre-existing contractual arrangements that provide for payment in 2018 and its three other most highly paid executive officers, other than its chief financial officer (definedsubsequent years, as “covered employees” indescribed below), certain compensation is exempt from this deduction limitation if it meets the requirements of “performance-based compensation” under Section 162(m)). However, an exceptionIn setting compensation prior to the $1 million limitation applied to “performance based compensation” if specified conditions were satisfied. In previous years (including 2017) and to the extent we deemed feasible,2018, we structured executive compensationour annual incentive program and stock options in a manner intended to qualify for this exemption. As part of federal tax reform legislation that was enacted in December 2017, commonly referred to as the exceptionTax Cuts and preserve deductibility for federal income tax purposes. Specifically, our Executive Incentive Plan, under which our annual incentive program is established, was designed to facilitateJobs Act (the “TCJA”), the deductibilityperformance-based compensation exemption under Section 162(m) was eliminated for tax years commencing after December 31, 2017. The TCJA also expanded the number of our annual bonus award. In addition, our equity incentive program was designed to preserve, to the extent otherwise available, the deductibility of income realized upon the exercise of stock options. Nevertheless, we retained the discretion to authorize, and have authorized, compensation that was notexecutive officers who are subject to the exception for “performance baseddeductibility limit. As a result, beginning in 2018, all compensation” such as the annual restricted stock unit awards that we have grantedpay to our executives under our equity incentive program. We authorized compensation that was notspecified executive officers is subject to the exception becausedeductibility limit, subject to payments under certain “written binding contracts” in effect on November 2, 2017, as described below. Nevertheless, as was the case in previous years, our principal consideration in authorizing compensation for our named executive officers is whether we believe such compensation facilitates the achievement of the objectives described above under “Executive Compensation Overview – Compensation Objectives.” Accordingly, we believe it is important to retain the flexibility to compensate executives in a manner designed to meet these objectives, even if such compensation is potentially not deductible for tax purposes. The Tax Reform and Jobs Act amendedTCJA provides that its elimination of the performance-based compensation exemption under Section 162(m) to eliminate the ability of public companies to structure compensation that isdoes not subject to the $1 million limitation on deductibility for covered employees. Therefore, all compensation paid to a “covered employee” will be subject to the $1 million limitation. In addition, the amendments to Section 162(m) increase the number of covered employees subject to the $1 million limitation. Under the amendments, a public company’s chief financial officer will be a “covered employee.” Moreover, once an executive is a “covered employee” in any taxable year beginning after December 31, 2016, he or she will retain “covered employee” status permanently. While the Section 162(m) amendments do not apply with respect to compensation under a “written binding contract” that iswas in effect as ofon November 2, 2017 and is not materially modified thereafter,thereafter. We believe that compensation expense we incur with respect to the exercise of stock options and, under certain limited circumstances, restricted stock units granted prior to November 2, 2017 will continue to be deductible under applicable regulations. However, due to uncertainties in the interpretation and implementation of the changes to Section 162(m) under the TCJA, including the scope of this accommodation is unclear, andthe regulatory relief for thesepre-existing arrangements, we are unable to determine with specificitycan offer no assurance regarding the extent to which, if any, compensation payable in 2018 and subsequent years underpre-existing arrangements with covered employees will be deductibledeductible. CLAWBACK POLICY Effective February 19, 2019, the Board approved a clawback policy under which the Board may direct us to recover or cancel all or a portion of any incentive-based compensation awarded to any of our current or former executive officers (including, for this purpose, any current or former chief accounting officer) based upon the achievement of certain financial results if: the financial results upon which the award or payout was based were subsequently the subject of an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws; the current or former executive officer engaged in future years. While we will continue to considerfraud, willful misconduct or gross negligence that was a significant contributing factor in causing the tax effect (including with respectrestatement; and a lower award would have been made to the expected lackcurrent or former executive officer based upon the restated financial results. The amount of deductibility under amended Section 162(m)) ofincentive-based compensation decisions, the principal consideration behind our selection of components of executive compensation continuesthat we may seek to be whether the component can facilitate our achievement of our executive compensation program objectives. In this regard, for 2018, we have not made any changesrecover is, to the componentsextent permitted by applicable law and subject to the discretion of ourthe Board, the amount received by the current or former executive compensation program, althoughofficer during the three-year period preceding the date on which we are required to prepare an accounting restatement that is in excess of the amount that the current or former executive officer would have received under the accounting restatement. In determining whether to require a current or former executive officer to reimburse us or forfeit an award, and, if required, the amount of any such reimbursement or forfeiture, the Board may take into account such considerations as it deems appropriate. The Board also may delegate one or more of its duties or powers under the policy to one or more committees of the Board consisting solely of independent directors. Any recoupment under the policy will continuebe in addition to, consider possible alternativesand will not preclude, any other remedies that may be available to our current compensation structure, and may adopt changes to our compensation program in the future. Company. STOCK OWNERSHIP GUIDELINES We maintain stock ownership guidelines for our named executive officers and other executives to further align the interests of management with those of our stockholders and to further encourage long-term performance. The ownership guidelines are expressed in terms of the stock ownership value, which consists of the value of common stock owned by the executive and members of his or her immediate family who reside with him,the executive, and the value attributable to shares in our 401(k) plan, restricted stock units and a portion of stock options held by the executive (described below), as a multiple of that executive’s base salary, as follows:   Position    Required Stock Ownership Value (as a multiple of base salary) Chief Executive Officer    5 x base salary Other Executive Officers    2 x base salary Each of our executive officers has until 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 current executive officers at December 31, 2017,2018, and the executive officer’s progress towards achieving the required stock ownership value, are shown on the following table:   Name    Applicable Base Salary(1)      Required Stock Ownership Value      Stock Ownership Value at 12/31/2017(2)      Applicable Base Salary(1)      Required Stock Ownership Value      Stock Ownership Value at 12/31/2018(2)   Liam J. Kelly(3)      $624,800        $1,249,600        $11,874,000        $850,000        $4,250,000        $15,080,000   Thomas E. Powell      $523,900        $1,047,800        $14,218,000        $539,620        $1,079,240        $8,861,000   James J. Leyden      $328,500        $657,000        $5,671,000        $354,780        $709,560        $6,838,000   Thomas A. Kennedy      $344,829        $689,657        $1,476,000   Cameron P. Hicks      $321,930        $643,860        $3,907,000   Karen T. Boylan      $259,580        $519,160        $1,728,000       (1) Applicable base salary refers to the base salaries in effect on December 31, 2017.2018. We pay Mr. Kennedy’sMs. Boylan’s cash compensation in euros. The applicable base salary for Mr. KennedyMs. Boylan was converted to U.S. dollars using the exchange rate in effect as of December 31, 20172018 of 0.8346960.8737 euros per dollar.     (2) Stock ownership value is calculated based on the number of shares owned by the executive officer or members of his or her immediate family residing in the same household, shares held for the executive officer’sexecutive’s account in our 401(k) plan and restricted stock units held by the executive, officer, multiplied by the closing market price of a share of our common stock on December 30, 2017,31, 2018, as reported by the New York Stock Exchange. In addition, stock ownership value includesone-half of the aggregate amount by which shares underlying vested,“in-the-money” stock options held by the executive, multiplied by the closing stock price of a share of our common stock on December 30, 2017,31, 2018, exceeds the aggregate exercise price of those options. (3) Mr. Kelly’s annual base salary increased to $850,000 on January 1, 2018 in connection with his promotion as President and Chief Executive Officer. As a result, his current required stock ownership value is $4,250,000. 20172018 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION At our 20172018 annual meeting, our stockholders approved, on an advisory basis, the compensation paid to our named executive officers, as disclosed under the SEC’s compensation disclosure rules, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the proxy statement for the 20172018 annual meeting. The stockholder vote in favor of named executive officer compensation totaled approximately 96.196.7 percent of all votes cast, including abstentions. We considered the results of the advisory vote and determined that, in light of this strong stockholder support, no revisions to our executive officer compensation program need be made in response to the vote. COMPENSATION COMMITTEE REPORT The Compensation Committee of Teleflex has reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and, through incorporation by reference, in Teleflex’s Annual Report onForm 10-K for the year ended December 31, 2017.2018.     GEORGE BABICH, JR., CHAIRMANCHAIR   ANDREW A. KRAKAUER     STUART A. RANDLE CEO PAY RATIO SEC regulations require that we provide a comparison of the annual total compensation of Benson F. Smith,Liam J. Kelly, our Chief Executive Officer in 2017,2018, to the median of the annual total compensation of our employees other than Mr. Smith.Kelly. For purposes of providing the comparison, in accordance with SEC regulations, we identified a “median employee” and compared Mr. Smith’sKelly’s annual total compensation to that of the median employee. For 2017,2018, our last completed fiscal year:   Mr. Smith’sKelly’s annual total compensation was $8,339,394.$6,108,486.   Our median employee’s annual total compensation was $26,144.$43,225.   The ratio of Mr. Smith’sKelly’s annual total compensation to our median employee’s annual total compensation was 319141 to 1. The methodology that we used to identify the median employee is described below. Annual total compensation is calculated in the same manner as the amount set forth in the “Total” column in the 2017 Summary Compensation Table – 2017.Table. While, as explained below, the methodology involves several assumptions and adjustments, we believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with applicable SEC regulations. Because other companies may use different methodologies to identify their median employees, the pay ratio set forth above may not be comparable to the pay ratios used by other companies. Methodology Date Used to Determine Employee Population and Median Employee For purposes of identifying the median employee, we selected October 1, 20172018 to be the date as of which we would determine our employee population. Composition of Employee Population We determined that, as of October 1, 2017,2018, we had 12,48714,116 employees globally. Of that amount, 2,6563,609 were U.S. employees and 9,83110,507 werenon-U.S. employees. To simplify the determination of the median employee and as permitted by SEC regulations, we excluded 612636 employees (approximately 4.9%4.5% of our employees) located in 21 countries, comprising all employees in those countries, as set forth in the following table:   Country   No. of Employees Austria   3536 Brazil   4 Canada   28 Chile   25 Colombia   35 Greece   2928 Israel   331 Italy   8889 Japan   6872 South Korea   2224 Netherlands   2721 New Zealand   67 Poland   1516 Country   No. of Employees Portugal   4 Singapore   7687 Slovakia   23 South Africa   4647 Spain   5765 Switzerland   912 Taiwan   35 United Kingdom   5577 Total   612636 After excluding the 612 overseas employees listed above, we determined the identity of our median employee from a population of 11,87513,480 employees, including 2,6563,609 U.S. employees and 9,2199,871non-U.S. employees. As permitted by SEC regulations, the employee population data described above does not include approximately 774 employees of entities we acquired in 2017, including approximately 499 employees of Vascular Solutions, Inc. (acquired on February 17, 2017) and approximately 275 employees of NeoTract, Inc. (acquired on October 2, 2017). Pay Data Used To identify the median employee, we derived compensation information from our payroll records covering the12-month period from October 1, 20162017 to September 30, 2017.2018. Our payroll data includes cash compensation for each employee, including base pay, bonuses, commissions and overtime pay. We converted the amount of compensation paid tonon-U.S. employees to U.S. dollars using average foreign currency exchange rates for the period from October 1, 20162017 to September 30, 2017.2018. We also annualized compensation data for permanent full-time employees hired during the period from October 1, 20162017 to September 30, 2017.2018. The employee whose cash compensation was the median of the cash compensation paid to the employee population, determined as described above, and after giving effect to the cost of living adjustment described below, is the median employee for purposes of the comparison to Mr. Smith’sKelly’s annual total compensation. Cost of Living AdjustmentAdjustments WeAs part of the methodology we used to identify the median employee, we made cost of living adjustments to the compensation of employees innon-U.S. countriesemployees to reflect the cost of living in the U.S., where Mr. SmithKelly resides. The cost of living adjustments were made through application of purchasing power parity conversion ratios that were obtained from numbeo.com, a public database of reported consumer prices and other statistics. We selected conversion ratios based upon the city closest to the facility in which our employees were employed. In addition, in calculatingBecause the annual total compensation of our median employee who works inidentified after application of the Czech Republic, we made the same cost of living adjustment.adjustment resides in the U.S., no cost of living adjustment was made with regard to the median employee’s compensation. Had we not made the cost of living adjustments with respect to ournon-U.S. employees, we would have had a different median employee, who also works in the Czech Republic and whose annual total compensation would have been $12,848.$19,642. As a result, the ratio of Mr. Smith’sKelly’s compensation to the median employee’s compensation would have been 653311 to 1. SUMMARY COMPENSATION TABLE – 20172018 The following table sets forth compensation information with respect to the persons who served as our Chief Executive Officer and Chief Financial Officer, and with respect to each of our threefour other most highly compensated executive officers during 2017,2018 (including Mr. Kennedy, who ceased to be an executive officer in October 2018), determined in accordance with SEC regulations. These individuals are referred to in this Proxy Statement as the “named executive officers.”   Name and Principal Position Year Salary (1) Bonus Stock Awards (2) Option Awards (3) Non-Equity Incentive Plan Compensation (4) Change in Pension Value and Non-qualified Deferred Compensation Earnings (5) All Other Compensation (6) Total Benson F. Smith(7) Chairman and Former Chief Executive Officer 2017 2016 2015 $939,681 $916,808 $895,682 – – – $1,457,213 $1,117,274 $860,464 $2,674,511 $2,109,400 $1,611,555 $2,979,508 $1,615,870 $1,647,158 $13,521 $1,599 – $274,960 $288,458 $411,461 $8,339,394 $6,049,409 $5,426,320 Liam J. Kelly(8) President and Chief Executive Officer 2017 2016 2015 $616,777 $580,538 $532,139 – – – $630,055 $531,816 $418,489 $1,156,313 $1,002,540 $783,724 $692,952 $534,790 $473,528 – – – $203,958 $146,295 $373,746 $3,300,055 $2,795,979 $2,581,626 Thomas E. Powell Executive Vice President and Chief Financial Officer 2017 2016 2015 $520,454 $504,618 $484,221 – – – $472,448 $459,127 $406,121 $867,225 $866,872 $760,705 $548,187 $444,693 $415,559 – – – $109,158 $112,447 $119,725 $2,517,472 $2,387,757 $2,186,331 James J. Leyden Vice President, General Counsel and Secretary 2017 2016 2015 $321,931 $301,366 $287,950 – – – $259,060 $231,815 $141,071 $475,522 $437,759 $264,237 $235,296 $141,642 $141,211 $10,282 $2,946 – $31,299 $30,665 $25,099 $1,333,390 $1,146,193 $859,568 Thomas Anthony Kennedy(9) Senior Vice President, Global Operations 2017 2016 2015 $339,165 $280,870 $286,781 – – – $194,857 $163,833 $117,793 $357,722 $309,177 $220,562 $140,474 $137,011 $137,310 – – $46,131 $39,118 $40,302 $1,078,349 $930,009 $802,748 Name and Principal Position   Year   Salary (1)   Bonus   Stock Awards (2)   Option Awards (3)   Non-Equity Incentive Plan Compensation (4)   Change in Pension Value and Non-qualified Deferred Compensation Earnings (5)   All Other Compensation (6)   Total Liam J. Kelly(7) President and Chief Executive Officer       2018 2017 2016             $845,669 $616,777 $580,538             – – –             $1,804,153 $630,055 $531,816             $2,012,595 $1,156,313 $1,002,540             $1,201,956 $692,952 $534,790             – – –             $244,113 $203,958 $146,295             $6,108,486 $3,300,055 $2,795,979       Thomas E. Powell Executive Vice President and Chief Financial Officer       2018 2017 2016       $535,387 $520,454 $504,618             – – –       $814,840 $472,448 $459,127             $908,906 $867,225 $866,872             $500,287 $548,187 $444,693             $864 – –             $127,291 $109,158 $112,447             $2,887,575 $2,517,472 $2,387,757       James J. Leyden Vice President, General Counsel and Secretary       2018 2017 2016       $347,705 $321,931 $301,366             – – –       $414,277 $259,060 $231,815             $462,231 $475,522 $437,759             $193,381 $235,296 $141,642             $51 $10,282 $2,946             $35,243 $31,299 $30,665             $1,452,888 $1,333,390 $1,146,193       Cameron P. Hicks Vice President, Global Human Resources and Employee Communications       2018 2017 2016       $317,803 $304,581 $297,149             – – –       $278,809 $174,079 $158,344             $310,978 $319,420 $299,063             $176,750 $171,099 $139,660             – – –             $44,734 $47,041 $39,176             $1,129,074 $1,078,349 $933,392       Thomas Anthony Kennedy(8)(9) Senior Vice President, Global Operations       2018 2017 2016       $329,446 $339,165 $280,870             – – –       $164,351 $194,857 $163,833             $321,367 $357,722 $309,177             $102,852 $140,474 $137,011             – – –             $67,593 $46,131 $39,118             $985,609 $1,078,349 $930,009       Karen T. Boylan(8) Vice President, Global Strategic Projects       2018         $257,689         –         $127,810         $142,836         $143,317         –         $59,250         $730,902     (1) Messrs. Smith, Kelly and Powell deferred $46,984, $49,342$67,653 and $26,023,$26,769, respectively, of their 20172018 salary into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2017”2018” for additional information.   (2) The amounts shown in this column representinclude the aggregate grant date fair value of the restricted stock units and performance stock units we granted to each of the named executive officers in 2017,2018, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation” (“ASC Topic 718”). A discussion of the assumptions used in calculating these values is included in Notes 1 and 1213 to our 2017the consolidated financial statements included in our Annual Report on Form10-K for the fiscal year ended December 31, 2017,2018, as filed with the SEC. See “Grants of Plan-Based Awards – 2017”2018” for additional information. The grant date fair value of the performance stock units granted to the named executive officers, assuming (i) the target level of performance will be achieved and (ii) the maximum payout level of performance will be achieved, determined in accordance with ASC Topic 718, is set forth in the table below. Name    Grant Date Fair Value at Target Payout ($)      Grant Date Fair Value at Maximum Payout ($)   Liam J. Kelly      $775,084        $1,550,167   Thomas E. Powell      $350,010        $   700,020   James J. Leyden      $177,991        $   355,981   Cameron P. Hicks      $119,703        $   239,406   Karen T. Boylan      $  54,876        $   109,751     (3) The amounts shown in this column represent the aggregate grant date fair value of the stock options we granted to each of the named executive officers in 2017,2018, determined in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values is included in Notes 1 and 1213 to our 2017the consolidated financial statements included in our Annual Report on Form10-K for the fiscal year ended December 31, 2017,2018, as filed with the SEC. See “Grants of Plan-Based Awards – 2017”2018” for additional information. (4) The amounts shown in this column represent the amounts we paid to each of the named executive officers under the Company’s 20172018 annual incentive program. See the section entitled “Annual Executive Incentive Compensation” under “Compensation Discussion and Analysis – 20172018 Compensation,” for additional information regarding the annual incentive awards. In addition, the amount set forth in this column with respect to Messrs. Smith and Leyden includes supplemental cash awards of $1 million and $50,000, respectively. See the section entitled “Supplemental Awards” under “Compensation Discussion and Analysis – 2017 Compensation, for additional information regarding these awards. Messrs. Kelly, Powell and PowellHicks deferred $69,295$120,196, $50,029 and $54,818,$17,675, respectively, of their 20172018non-equity incentive plan compensation into a deferral account under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2017”2018” for additional information. (5) The amounts shown in this column with respect to Mr. SmithMessrs. Powell and Leyden reflect above-market interest earned by Mr. Smith in 2017 in respect of deferred compensation under our Deferred Compensation Plan. The amounts shown in this column with respect to Mr. Leyden reflect an increase of $10,214 in the present value of Mr. Leyden’s accumulated pension benefit in 2017Messrs. Powell and $68in above-market interest earned by Mr. Leyden in 20172018 in respect of deferred compensation under our Deferred Compensation Plan. See “Nonqualified Deferred Compensation – 2018” for additional information. The present value of Mr. Leyden’s accumulated pension benefit decreased by $12,325 in 2018; this decrease is not reflected in the table. See “Pension Benefits – 2017”2018” for additional information, including the present value assumptions used in the calculation of Mr. Leyden’s accumulated pension benefit.   (6) The amounts shown in this column consist of the components set forth in the table below, which include the matching contributions we made with respect to each named executive officer’s 401(k) plan account, the dollar value of life insurance premiums that we paid for the benefit of each named executive officer and perquisites provided to each named executive officer. With respect to Messrs. Smith, Kelly, Powell, Leyden and Leyden,Hicks, the amounts shown in this column also include thenon-elective and (except with respect to Mr. Leyden) matching contributions we made with respect to their deferred compensation accounts under our Deferred Compensation Plan. The amounts set forth below with respect to the costs we incurred to provide the named executive officers with a company automobile are calculated,based either based on the lease and insurance costs we incurred with respect to the vehicle used by the named executive officer, together with our reimbursement of the named executive officer’s fuel and maintenance costs (with respect to Messrs. Kelly and Powell), or based on the amount of our automobile allowance (with respect to Messrs. Leyden, Hicks and Kennedy). The amounts set forth below with respect to the costs we incurred to provide Mr. Smith with a company automobile include both the lease, insurance, fuelKennedy and maintenance costs we incurred to provide Mr. Smith with a vehicle for a portion of the year and the amount of the automobile allowance we provided to him for the remainder of the year. In addition, the amounts set forth with respect to the costs we incurred for the vehicles used by Messrs. Smith, Kelly and Powell are net of proceeds we received from the sale of the vehicles previously used by the executives upon termination of the applicable lease.Ms. Boylan). The amount set forth below with respect to the costs we incurred to provide Messrs. Smith, Kelly and Powell with personal use of the company aircraft is calculated based upon our actual incremental cost to operate the aircraft, including the cost of fuel, trip-related maintenance, crew travel expenses,on-board catering, landing fees, trip-related hangar and parking costs and other variable costs.   Name    Defined Contribution Plan Company Contributions      Deferred Compensation Plan Company Contributions      Life Insurance Premiums      Perquisites(a)      Defined Contribution Plan Company Contributions(a)      Deferred Compensation Plan Company Contributions      Life Insurance Premiums      Perquisites(b)   Mr. Smith    $ 13,250      $ 139,138      $ 6,676      $ 115,896   Mr. Kelly    $ 13,250      $ 77,562      $ 4,197      $ 108,949      $ 13,750      $ 110,702      $ 4,896      $ 114,765   Mr. Powell    $ 13,250      $ 62,769      $ 3,676      $ 29,464      $ 13,750      $ 73,907      $ 2,050      $ 37,584   Mr. Leyden    $ 13,250      $ 5,512      $ 2,288      $ 10,250      $ 13,750      $ 9,565      $ 1,325      $ 10,603   Mr. Hicks    $ 13,750      $ 16,167      $ 1,214      $ 13,603   Mr. Kennedy    $ 23,742        –      $ 825      $ 21,565      $ 45,744        –      $ 843      $ 21,006   Ms. Boylan    $ 37,599        –      $ 645      $ 21,006       (a) The amounts shown in this column with respect to Mr. Kennedy and Ms. Boylan include $10,398 and $5,416, respectively, in contributions that were made to correct a shortfall in the contributions made by the Company with respect to Mr. Kennedy’s and Ms. Boylan’s defined contribution accounts in 2017. (b) The amounts shown in this column include the following benefits: (a) for Mr. Smith, $115,525Kelly, $89,504 in incremental costs we incurred to provide him with personal use of our aircraft, and lesser amounts in respect of incremental costs we incurred to provide him with use of a company automobile for a portion of the year and an automobile allowance for the remainder of the year and de minimis attendee gifts provided in connection with our corporate retreats for senior managers; (b) for Mr. Kelly, $50,768 in incremental costs we incurred to provide him with personal use of our aircraft, $50,882 in incremental costs we incurred to provide him with certain expatriate benefits (including $32,102 in tax consultation and preparation services, $11,806 in immigration services and $6,974 in tax equalization payments), $7,224$24,858 in incremental costs we incurred to provide him with use of a company automobile, and lesser amounts in respect of de minimis attendee gifts provided to him in connection with our corporate retreats for senior managers; (c)(b) for Mr. Powell, $24,844$23,456 in incremental costs we incurred to provide him with personal use of our aircraft, $4,520$13,725 in incremental costs we incurred to provide the use of a company automobile and lesser amounts in respect of de minimis attendee gifts provided to him in connection with our corporate retreats for senior managers; (c) for Mr. Hicks, an automobile car allowance of $10,200, $3,000 in incremental costs we incurred in connection with an executive health exam and lesser amounts in respect of de minimis attendee gifts provided to him in connection with our corporate retreats for senior managers; and (d) for Messrs. Leyden and Kennedy and Ms. Boylan, an automobile allowance of $10,200, $20,603 and $21,565,$20,603, respectively, and with respect to Mr. Leyden, lesser amounts in respect of de minimis attendee gifts provided to them in connection with our corporate retreats for senior managers.   (7) Mr. Smith retired as ourKelly was appointed to the position of President and Chief Executive Officer, on December 31, 2017.effective January 1, 2018.   (8) Prior to May 2015, we paid a portion of Mr. Kelly’s cash compensation in euros, and paid the balance in U.S. dollars. After his promotion to the position of Executive Vice President and Chief Operating Officer in May 2015, we paid all of Mr. Kelly’s cash compensation in U.S. Dollars. Amounts reported in the “Salary,”“Non-Equity Incentive Plan Compensation” and the “All Other Compensation” columns that we paid in 2015 to Mr. Kelly in euros were converted to U.S. dollars using the exchange rate in effect as of December 31, 2015 of 0.915299 euros per dollar. (9) We pay Mr. Kennedy’s and Ms. Boylan’s cash compensation in euros. The amounts reported for Mr. Kennedy and Ms. Boylan in the “Salary,” “Bonus,”“Non-Equity Incentive Plan Compensation” and the “All Other Compensation” columns (with respect to amounts included in that column other than amounts in the “Stock Awards” and “Option Awards” column) were converted to U.S. dollars using the exchange rate in effect as of December 31 of the year presented. The exchange rate used was 0.873670 euros per dollar for 2018, 0.834696 euros per dollar for 2017 and 0.952754 euros per dollar for 2016 and 0.915299 euros per dollar for 2015.2016. (9) Mr. Kennedy ceased to be an executive officer in October 2018, but continued to be an employee of Teleflex (he will retire on March 31, 2019). The amounts shown in the table include compensation he received as an employee throughout 2018. GRANTS OF PLAN-BASED AWARDS – 20172018 The following table sets forth information regarding our grants of plan basedplan-based awards to the named executive officers during the fiscal year ended December 31, 2017.2018.   Name   Grant Date     Approval Date     Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards(1)     All Other Estimated Possible Payouts Under Equity Incentive Stock Awards: Number of Shares of Stock or Units(2)Plan Awards(2)     All Other OptionStock Awards: Number of SecuritiesShares of UnderlyingStock or Options(3)Units(3)     Exercise orAll Other BaseOption PriceAwards: Number of Option Awards(4)Securities Underlying Options(4)     Exercise or Base Price of Option Awards(5) Grant Date Fair Value of Stock and Option Awards(5)Awards(6)     Threshold     Target     Maximum     Threshold   Target Maximum   Benson F. SmithL. Kelly     2/21/201720/2018 2/28/2017 27/2018 2/28/201727/2018 6/22/2018   2/21/2017 2/21/2017 2/21/2017 $352,380 – –   $1,409,521 – –   $2,819,042 – –       –2/20/2018 – 7,7852/20/2018 2/20/2018 6/22/2018           $243,130 – 67,453 – –       $972,519 – – – $1,945,038 – – – – $191.18 – – 20     – – – 2,726 – – – 6,815 – – 4,120 – – 34,676 – – – $253.72 – – – $2,012,595 $1,029,070 $775,084 T. Powell 2/19/2018 2/27/2018 2/27/2018 6/22/2018 2/19/2018 2/19/2018 2/19/2018 6/22/2018 $100,385 – – – $401,541 – – – $803,082 – – – – – – 9 – – – 1,231 – – – 3,078 – – 1,861 – – 15,660 – – – $253.72 – – – $908,906 $464,830 $350,010 J. Leyden 2/19/2018 2/27/2018 2/27/2018 6/22/2018 2/19/2018 2/19/2018 2/19/2018 6/22/2018 $39,117 – – – $156,467 – – – $312,934 – – – – – – 5 – – – 626 – – – 1,565 – – 946 – – 7,964 – – – $253.72 – – – $462,231 $236,286 $177,991 C. Hicks 2/19/2018 2/27/2018 2/27/2018 6/22/2018 2/19/2018 2/19/2018 2/19/2018 6/22/2018 $35,753 – – – $143,011 – – – $286,022 – – – – – – 3 – – – 421 – – – 1,053 – – 637 – – 5,358 – – – $253.72 – – – $310,978 $159,106 $119,703 T. Kennedy     2/19/2018 2/27/2018 2/27/2018 2/19/2018 2/19/2018 2/19/2018 $37,063 – – $148,251 – – $296,502 – – – – – – – – – – – – – 658 – 5,537 – – $2,674,511253.72 – – $321,367 $1,457,213164,351       Liam J. Kelly 2/20/2017 2/28/2017 2/28/2017 2/20/2017 2/20/2017 2/20/2017 $123,355 – – K. Boylan     $493,4212/19/2018 –2/27/2018 –2/27/2018 6/22/2018           $986,8422/19/2018 –2/19/2018 –2/19/2018 6/22/2018     – – 3,366 – 29,163 – – $191.18 – – $1,156,313 $630,055 Thomas E. Powell 2/20/2017 2/28/2017 2/28/2017 2/20/2017 2/20/2017 2/20/2017 $97,585 – – $390,340 – –         $780,68028,990 – – –     – – 2,524 – 21,872 – – $191.18 – – $867,225 $472,448 James J. Leyden 2/20/2017 2/28/2017 2/28/2017 2/20/2017 2/20/2017 2/20/2017 $32,193 – – $128,772 – –         $257,544115,960 – – –     – – 1,384 – 11,993 – – $191.18 – – $475,522 $259,060 T. Anthony Kennedy 2/20/2017 2/28/2017 2/28/2017 2/20/2017 2/20/2017 2/20/2017 $38,156 – – $152,624 – –         $305,248231,920 – – –       – – 1,041   – 9,022 – – $191.18 –     – $357,722– $194,857– 2   – – – 193 – – – 483 – – 292 – – 2,461 – – – $253.72 – – – $142,836 $72,934 $54,876       (1) Represents the threshold, target and maximum payments the named executive officer was eligible to receive based upon achievement of the performance measures under our 20172018 annual incentive program. The amounts we actually paid to each named executive officer under the program are reported in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See the section entitled “Annual Executive Incentive Compensation” under “Compensation Discussion and Analysis – 20172018 Compensation,” for additional information regarding the annual incentive awards.   (2) Represents the threshold, target and maximum number of shares the named executive officer is eligible to receive based upon achievement of the performance measures with respect to performance stock units granted to each named executive officer under our 2014 Stock Incentive Plan. See the section entitled “Equity Incentive Compensation – Performance Stock Units” under “Compensation Discussion and Analysis – 2018 Compensation” for additional information regarding the performance stock units. The threshold amount assumes the maximum reduction in PSUs underlying the PSU award after application of the RTSR Modifier, and the maximum amount assumes the maximum increase in PSUs underlying the PSU award after application of the RTSR Modifier. (3) The amounts shown in this column reflect the number of shares of our common stock underlying restricted stock units granted to each named executive officer under our 2014 Stock Incentive Plan. All of the restricted stock units granted to the named executive officers will vest on the third anniversary of the grant date. Upon vesting, the restricted stock units are settled by the delivery to a named executive officer of shares of our common stock on the basis of one share of common stock for each restricted stock unit held by the named executive officer, unless the named executive offer elects to defer receipt of the shares. See the section entitled “Equity Incentive Compensation” under “Compensation Discussion and Analysis – 20172018 Compensation,” for additional information regarding the restricted stock units.   (3)(4) The amounts shown in this column reflect the number of shares of our common stock underlying options we granted to each named executive officer under our 2014 Stock Incentive Plan. The options vest in three equal annual installments beginning on the first anniversary of the grant date. See the section entitled “Equity Incentive Compensation” under “Compensation Discussion and Analysis – 20172018 Compensation,” for additional information regarding the stock option awards.   (4)(5) Stock options awarded under our 2014 Stock Incentive Plan have an exercise price equal to the closing market price of our common stock on the effective date of grant.   (5)(6) The amounts shown in this column represent the aggregate grant date fair value of the restricted stock units, performance stock units and option awards granted in 2017,2018, determined in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values is included in Notes 1 and 1213 to our 2017the consolidated financial statements included in our Annual Report on Form10-K for the fiscal year ended December 31, 2017,2018, as filed with the SEC. OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END – 20172018 The following table sets forth information with respect to the outstanding stock options, unvested restricted stock units and unvested restrictedperformance stock units held by each named executive officer on December 31, 2017.2018.   Option Awards Stock Awards Number of Securities Underlying Unexercised Options Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested(2) Market Value of Shares or Units of Stock That Have Not Vested(3) Name Grant Date Exercisable Unexercisable(1) Benson F. Smith 2/28/2017 2/28/2017 3/1/2016 3/1/2016 2/25/2015 2/25/2015 2/26/2014 2/26/2013 2/28/2012 3/1/2011 3/1/2010 3/2/2009 – – – 25,860 – 50,157 82,502 94,313 110,481 107,973 2,000 2,000 – 67,453 – 51,720 – 25,079 – – – – – – – $191.18 – $144.79 – $121.00 $101.12 $78.62 $59.75 $57.78 $61.34 $46.12 – 2/28/2027 – 3/1/2026 – 2/25/2025 2/26/2024 2/26/2023 2/28/2022 3/1/2021 3/1/2020 3/2/2019 7,785 – 7,938 – 7,356 – – – – – – – $1,937,064 – $1,975,133 – $1,830,320 – – – – – – – Liam J. Kelly 2/28/2017 2/28/2017 5/3/2016 5/3/2016 3/1/2016 3/1/2016 5/5/2015 5/5/2015 2/25/2015 2/25/2015 4/1/2014 2/26/2014 3/14/2013 2/26/2013 6/25/2012 2/28/2012 – – – 1,122 – 11,070 – 4,920 – 19,389 3,081 23,175 3,579 22,383 6,711 11,263 – 29,163 – 2,244 – 22,141 – 2,460 – 9,695 – – – – – – – $191.18 – $157.46 – $144.79 – $123.04 – $121.00 $107.47 $101.12 $82.26 $78.62 $59.96 $59.75 – 2/28/2027 – 5/3/2026 – 3/1/2026 – 5/5/2025 – 2/25/2025 4/1/2024 2/26/2024 3/14/2023 2/26/2023 6/25/2022 2/28/2022 3,366 – 349 – 3,398 – 722 – 2,843 – – – – – – – $837,528 – $86,838 – $845,490 – $179,648 – $707,395 – – – – – – – Thomas E. Powell 2/28/2017 2/28/2017 3/1/2016 3/1/2016 5/5/2015 5/5/2015 2/25/2015 2/25/2015 2/26/2014 2/26/2013 3/13/2012 2/28/2012 9/20/2011 – – – 10,627 – 3,075 – 20,548 30,330 34,687 6,127 8,582 14,758 – 21,872 – 21,255 – 1,538 – 10,275 – – – – – – $191.18 – $144.79 – $123.04 – $121.00 $101.12 $78.62 $59.81 $59.75 $56.00 – 2/28/2027 – 3/1/2026 – 5/5/2025 – 2/25/2025 2/26/2024 2/26/2023 3/13/2022 2/28/2022 9/20/2021 2,524 – 3,262 – 451 – 3,013 – – – – – – $628,022 – $811,651 – $112,218 – $749,695 – – – – – – James J. Leyden 2/28/2017 2/28/2017 3/1/2016 3/1/2016 2/25/2015 2/25/2015 2/26/2014 3/14/2013 2/26/2013 2/28/2012 3/1/2011 3/1/2010 3/2/2009 3/4/2008 – – – 5,366 – 8,224 5,513 402 1,832 2,513 3,400 3,200 1,300 1,500 – 11,993 – 10,734 – 4,112 – – – – – – – – – $191.18 – $144.79 – $121.00 $101.12 $82.26 $78.62 $59.75 $57.78 $61.34 $46.12 $56.25 – 2/28/2027 – 3/1/2026 – 2/25/2025 2/26/2024 3/14/2023 2/26/2023 2/28/2022 3/1/2021 3/1/2020 3/2/2019 3/4/2018 1,384 – 1,647 – 1,206 – – – – – – – – – $344,367 – $409,807 – $300,077 – – – – – – – – – Name   Grant Date     Option Awards     Stock Awards       Number of Securities Underlying Unexercised Options       Number of Securities Underlying Unexercised Options     Option Exercise Price     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested(2)     Market Value of Shares or Units of Stock That Have Not Vested(3)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4)(5)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5)     Exercisable     Unexercisable(1)   L. Kelly     6/22/2018       –       –       –       –       –       –       2,726       $704,616       2/27/2018       –       –       –       –       4,120       $1,064,938       –       –       2/27/2018       –       34,676       $253.72       2/27/2028       –       –       –       –       2/28/2017       –       –       –       –       3,366       $870,044       –       –       2/28/2017       9,721       19,442       $191.18       2/28/2027       –       –       –       –       5/3/2016       –       –       –       –       349       $90,210       –       –       5/3/2016       2,244       1,122       $157.46       5/3/2026       –       –       –       –       3/1/2016       –       –       –       –       3,398       $878,315       –       –       3/1/2016       22,140       11,071       $144.79       3/1/2026       –       –       –       –       5/5/2015       7,380       –       $123.04       5/5/2025       –       –       –       –       2/25/2015       29,084       –       $121.00       2/25/2025       –       –       –       –       4/1/2014       3,081       –       $107.47       4/1/2024       –       –       –       –       2/26/2014       23,175       –       $101.12       2/26/2024       –       –       –       –       3/14/2013       3,579       –       $82.26       3/14/2023       –       –       –       –       2/26/2013       22,383       –       $78.62       2/26/2023       –       –       –       –       6/25/2012       6,711       –       $59.96       6/25/2022       –       –       –       –       2/28/2012       11,263       –       $59.75       2/28/2022       –       –       –       –   T. Powell     6/22/2018       –       –       –       –       –       –       1,231       $318,189       2/27/2018       –       –       –       –       1,861       $481,031       –       –       2/27/2018       –       15,660       $253.72       2/27/2028       –       –       –       –       2/28/2017       –       –       –       –       2,524       $652,404       –       –       2/28/2017       7,290       14,582       $191.18       2/28/2027       –       –       –       –       3/1/2016       –       –       –       –       3,262       $843,162       –       –       3/1/2016       21,254       10,628       $144.79       3/1/2026       –       –       –       –       5/5/2015       4,613       –       $123.04       5/5/2025       –       –       –       –       2/25/2015       29,997       –       $121.00       2/25/2025       –       –       –       –       2/26/2014       29,342       –       $101.12       2/26/2024       –       –       –       –   J. Leyden     6/22/2018       –       –       –       –       –       –       626       $161,808       2/27/2018       –       –       –       –       946       $244,522       –       –       2/27/2018       –       7,964       $253.72       2/27/2028       –       –       –       –       2/28/2017       –       –       –       –       1,384       $357,736       –       –       2/28/2017       3,997       7,996       $191.18       2/28/2027       –       –       –       –       3/1/2016       –       –       –       –       1,647       $425,717       –       –       3/1/2016       10,733       5,367       $144.79       3/1/2026       –       –       –       –       2/25/2015       12,336       –       $121.00       2/25/2025       –       –       –       –       2/26/2014       5,513       –       $101.12       2/26/2024       –       –       –       –       3/14/2013       402       –       $82.26       3/14/2023       –       –       –       –       2/26/2013       1,832       –       $78.62       2/26/2023       –       –       –       –       2/28/2012       2,513       –       $59.75       2/28/2022       –       –       –       –       3/1/2011       3,400       –       $57.78       3/1/2021       –       –       –       –       3/1/2010       3,200       –       $61.34       3/1/2020       –       –       –       –       3/2/2009       1,300       –       $46.12       3/2/2019       –       –       –       –   Option Awards Stock Awards Number of Securities Underlying Unexercised Options Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested(2) Market Value of Shares or Units of Stock That Have Not Vested(3) Name Grant Date Exercisable Unexercisable(1) T. Anthony Kennedy 2/28/2017 2/28/2017 3/1/2016 3/1/2016 2/25/2015 2/25/2015 2/26/2014 – – – 3,790 – 3,432 2,354 – 9,022 – 7,581 – 3,433 – – $191.18 – $144.79 – $121.00 $101.12 – 2/28/2027 – 3/1/2026 – 2/25/2025 2/26/2024 1,041 – 1,164 – 1007 – – $259,022 – $289,626 – $250,562 – –     Grant Date     Option Awards     Stock Awards       Number of Securities Underlying Unexercised Options     Number of Securities Underlying Unexercised Options     Option Exercise Price     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested(2)     Market Value of Shares or Units of Stock That Have Not Vested(3)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4)(5)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5)   Name   Exercisable     Unexercisable(1)   C. Hicks     6/22/2018       –       –       –       –       –       –       421       $108,820       2/27/2018       –       –       –       –       637       $164,652       –       –       2/27/2018       –       5,358       $253.72       2/27/2028       –       –       –       –       2/28/2017       –       –       –       –       930       $240,386       –       –       2/28/2017       2,685       5,371       $191.18       2/28/2027       –       –       –       –       3/1/2016       –       –       –       –       1,125       $290,790       –       –       3/1/2016       7,332       3,667       $144.79       3/1/2026       –       –       –       –       2/25/2015       9,227       –       $121.00       2/25/2025       –       –       –       –       2/26/2014       5,664       –       $101.12       2/26/2024       –       –       –       –       4/8/2013       14,392       –       $85.54       4/8/2023       –       –       –       –   T. Kennedy     2/27/2018       –       –       –       –       658       $170,080       –       –       2/27/2018       –       5,537       $253.72       2/27/2028       –       –       –       –       2/28/2017       –       –       –       –       1,041       $269,078       –       –       2/28/2017       –       6,015       $191.18       2/28/2027       –       –       –       –       3/1/2016       –       –       –       –       1,164       $300,871       –       –       3/1/2016       –       3,791       $144.79       3/1/2026       –       –       –       –   K. Boylan     6/22/2018       –       –       –       –       –       –       193       $49,887       2/27/2018       –       –       –       –       292       $75,476       –       –       2/27/2018       –       2,461       $253.72       2/27/2028       –       –       –       –       2/28/2017       –       –       –       –       427       $110,371       –       –       2/28/2017       1,233       2,467       $191.18       2/28/2027       –       –       –       –       3/1/2016       –       –       –       –       519       $134,151       –       –       3/1/2016       3,383       1,692       $144.79       3/1/2026       –       –       –       –       2/25/2015       5,616       –       $121.00       2/25/2025       –       –       –       –       7/28/2014       1,704       –       –       –       –       –       –       –       2/26/2014       2,701       –       $101.12       2/26/2024       –       –       –       –       2/26/2013       2,149       –       $78.62       2/26/2023       –       –       –       –     (1) The All stock options we granted to Mr. Smith (a) from 2011 to 2017 vest in three equal annual installments beginning on the first anniversary of the grant date; and (b) prior to 2011 were granted to him in respect of his service as anon-employee director and were fully vested at the time of grant. The stock options we granted to Messrs. Kelly, Powell, Leyden and Kennedy vest in three equal annual increments beginning on the first anniversary of the date of grant.   (2) The outstanding restricted stock units fully vest on the third anniversary of the grant date.   (3) The amounts set forth in this column represent the market value of the unvested restricted stock units held by the named executive officer based on a market price of $248.82$258.48 per share, which was the closing price of our common stock on December 29, 2017,31, 2018, as reported by the New York Stock Exchange. (4) Subject to the actual level of performance achieved, performance stock units will vest on February 27, 2021. (5) Assumes that target performance is achieved with respect to the performance stock units, without application of the RTSR Modifier. If maximum performance is achieved (including the maximum increase in performance stock units after application of the RTSR Modifier), the number of shares (and market value of such shares) to be issued following vesting of performance stock units is as follows; Mr. Kelly, 6,815 shares ($1,761,541); Mr. Powell, 3,078 shares ($795,601); Mr. Leyden 1,565 shares ($404,521); Mr. Hicks, 1,053 shares ($272,179); and Ms. Boylan 483 shares ($124,846). The market value of the unvested performance stock units is calculated based on a market price of $258.48 per share, which was the closing price of our common stock on December 31, 2018, as reported by the New York Stock Exchange. OPTION EXERCISES AND STOCK VESTED – 20172018 The following table sets forth information regarding the number of shares acquired on the exercise of stock options and upon the vesting of restricted stock units held by the named executive officers during the fiscal year ended December 31, 2017.2018.   Name    Option Awards      Stock Awards      Option Awards      Stock Awards   Number of Shares Acquired on  Exercise      Value Realized on Exercise(1)      Number of Shares Acquired on  Vesting      Value Realized on Vesting(2)   Number of Shares Acquired on Exercise      Value Realized on Exercise(1)      Number of Shares Acquired on Vesting      Value Realized on Vesting(2)   Benson F. Smith      4,000        $589,760        8,440        $1,627,316   Liam J. Kelly      –        –        2,686        $518,177        –        –        3,565        $921,460   Thomas E. Powell      –        –        3,103        $598,289        65,968        $12,363,724        3,464        $891,390   James J. Leyden      2,500        $303,850        564        $108,745        1,500        $290,370        1,206        $307,856   Cameron P. Hicks      2,000        $353,240        902        $230,254   Thomas Anthony Kennedy      –        –        722        $139,209        19,086        $2,618,218        1,007        $257,057   Karen T. Boylan      –        –        549        $140,143     (1) The value realized is equal to the difference between the market price per share of the shares acquired on the date of exercise (the closing price per share of our common stock, as reported by the New York Stock Exchange, on the date of exercise) and the exercise price, multiplied by the number of shares underlying the options. The value realized upon exercise by Mr. Smith with respect to his exercise of (i) 2,000 options on January 1, 2017 reflects the excess of the $165.40 per share market price of our common stock on the date of exercise over the $67.25 per share exercise price of the options and (ii) 2,000 options on December 6, 2017 reflects the excess of the $252.98 per share market price of our common stock on the date of exercise over the $56.25 per share exercise price of the options. The value realized upon exercise by Mr. Leyden reflects the excess of the $189.79 per share market price of our common stock on the February 24, 2017 date of exercise over the $68.25 exercise price per share.   (2) The value realized is equal to the market price per share on the vesting date (the closing price per share of our common stock, as reported by the New York Stock Exchange, on the vesting date) multiplied by the number of restricted stock units that vested; the restricted stock units were settled upon vesting by the delivery to the named executive of shares of our common stock on the basis of one share for each restricted stock unit held. The value realized upon vesting reflected in the table (a) with respect to Messrs. Smith, Powell, Leyden and Kennedy was calculated based upon the $192.81 market price of our common stock on February 27, 2017; and (b) with respect to Mr. Kelly was calculated based upon (i) the $192.81 market price of our common stock on February 27, 2017 in respect of 2,371 shares that vested on that date and (ii) the $193.73 market price of our common stock on April 3, 2017 in respect of 315 shares that vested on that date. Mr. Smith elected to defer receipt of the shares reflected in the table, which are being distributed to him in annual installments over aten-year period following termination of his employment. PENSION BENEFITS – 20172018 We have sponsored the Teleflex Incorporated Retirement Income Plan (“TRIP”), a qualified defined benefit pension plan. Effective January 1, 2006, the TRIP was closed to new employees, and, effective January 1, 2009, no further benefits could be accrued under the TRIP. Under the TRIP, a participant accumulated units of annual pension benefit for each year of service. With respect to the years of service applicable to the named executive officers, a participant’s unit was equal to 1.375% of his or her prior year’s annual plan compensation not in excess of social security covered compensation, plus 2.0% of such compensation in excess of the social security covered compensation. The annual plan compensation taken into account under this formula included base salary and annual incentive award payments. Participants in the TRIP generally vested in their plan benefits after completing five years of qualifying service or, if earlier, upon reaching normal retirement age, which, for purposes of the TRIP, is age 65. In addition to the normal retirement benefit, the TRIP provides reduced benefits upon early retirement, which may occur after a participant has reached age 60 and has completed 10 years of qualifying service. The TRIP also provides limited benefits upon termination due to disability. Mr. Leyden is the only named executive officer who currently participates in the TRIP and has vested in his plan benefits. Messrs. Smith, Kelly, Powell, Hicks and Kennedy and Ms. Boylan have not participated in the TRIP because their employment commenced after the date on which the TRIP was closed to new participants. The table below shows, as of December 31, 2017,2018, the number of years of service credited under the TRIP to Mr. Leyden and the present value of the accumulated benefit payable to Mr. Leyden under the plan.TRIP.   Name    Plan Name      Number of Years Credited Service      Present Value of Accumulated Benefit(1)      Payments During Last Fiscal Year      Plan Name      Number of Years Credited Service      Present Value of Accumulated Benefit(1)      Payments During Last Fiscal Year   James J. Leyden      TRIP        4.0      $ 191,311        –        TRIP        4.0      $ 178,986        –     (1) The accumulated benefit is based on service and earnings for the period through December 31, 2008, after which no further benefits could be accrued. The present value has been calculated assuming Mr. Leyden will commence receipt of benefits at age 65, the age at which retirement may occur without any reduction in benefits, and that the benefit is payable under the available forms of annuity consistent with the assumptions described in note 1415 to the consolidated financial statements in our Annual Report on Form10-K for the fiscal year ended December 31, 2017,2018, as filed with the SEC. The discount rate assumption is 3.76%4.43%, and the mortality assumption is based on theRP-2014 white collar generational mortality table, using Scale MP 20172018 for projection of mortality improvement. NONQUALIFIED DEFERRED COMPENSATION – 20172018 We maintain our Deferred Compensation Plan, under which executives, including the named executive officers, may defer up to 100 percent of their cash compensation (salary and annual incentive awards). Participants also may defer receipt of shares of our common stock underlying restricted stock units and performance stock units. Salary and stock deferral elections are made by eligible executives in December of each year in respect of salary to be earned and restricted stock unit and performance stock unit awards to be granted in the following year. With respect to deferral elections for annual incentive awards, the election must be made no later than six months prior to the end of the performance period applicable to such award. Participants in our Deferred Compensation Plan may direct the investment of deferred cash amounts into a fixed interest fund or one or more notional funds, and the value of the participants’ investments will increase or decrease based on the applicable fixed income rate or performance of the underlying securities. Stock deferrals are invested in the Teleflex stock fund. In addition, we provide a matching contribution to certain executives’ accounts with respect to cash amounts deferred by those executives into the Deferred Compensation Plan, generally up to an amount equal to three percent of the participant’s annual cash compensation. A participant will become vested in our matching contributions once the participant has completed two years of service or, if earlier, upon reaching age 65, or upon death or total disability. We also providenon-elective contributions to executives’ accounts in an amount equal to a specified percentage (five percent with respect to Messrs. Smith, Kelly and Powell and three percent with respect to with respect to all other executives eligible to receivenon-elective contributions, including Mr. Leyden)Messrs. Leyden and Hicks) of the participant’s annual cash compensation, less the maximum matching contribution the participant is eligible to receive under our 401(k) Plan. A participant will become vested in the additional contribution once the participant has completed five years of service or, if earlier, upon reaching age 65, death or total disability. The following table shows the notional funds available under the Deferred Compensation Plan and their respective annual rate of return for the calendar year ended December 31, 2017.2018. Account balances in the Teleflex stock fund must remain in that fund and cannot be transferred to any other investment option. Additionally, distributions of balances invested in the Teleflex stock fund are made in the form of shares of Teleflex stock; distributions from other funds are payable in cash.   Name of Fund   Rate of Return Fixed Income Fund   3.34%3.64% Vanguard 500 Index   21.67%-4.52% VanguardMid-Cap Index   19.12%-9.34% VanguardSmall-Cap Index   16.10%-9.43% Teleflex Stock Fund   55.06%4.42% A participant may elect to receive payment of deferred amounts, either in alump-sum or in annual installments over a period of five or ten years, commencing upon separation from service, on a fixed date following separation from service or on an alternative date selected by the participant. Changes in the time or form of payment may be made in compliance with advance notice requirements under the plan, provided that the commencement of the revised payment schedule must be deferred by at least five years from the original commencement date. The following table sets forth information for the fiscal year ended December 31, 20172018 regarding contributions, earnings and balances under our deferred compensation plan for each named executive officer:officer.   Name    Executive Contributions in Last Fiscal Year(1)      Registrant Contributions in Last Fiscal Year(2)      Aggregate Earnings in Last Fiscal Year(3)      Aggregate Withdrawals / Distributions      Aggregate Balance at Last Fiscal Year-End(4)     Executive Contributions in Last Fiscal Year(1)   Registrant Contributions in Last Fiscal Year(2)   Aggregate Earnings in Last Fiscal Year(3)   Aggregate Withdrawals / Distributions   Aggregate Balance at Last Fiscal Year-End(4)   Benson F. Smith      $1,674,301        $139,138        $3,062,740        –        $12,053,159   Liam J. Kelly      $102,821        $77,562        $52,834        –        $394,088     $186,016     $ 110,702     -$53,514       –     $637,292   Thomas E. Powell      $70,492        $62,769        $104,594        –        $751,636     $81,588     $73,907     $28,861       –     $935,991   James J. Leyden      –        $5,512        $268        –        $11,187       –     $9,565     $564       –     $21,316   Cameron P. Hicks   $9,534     $16,167     -$4,622       –     $100,737   Thomas Anthony Kennedy      –        –        –        –        –       –       –       –       –       –   Karen T. Boylan     –       –       –       –       –     (1) The amounts set forth in this column with respect to each of our named executive officers other than Mr. Smith, consist of cash compensation amounts deferred by the named executive officer. These amounts are included in the Summary Compensation Table for 20172018 in the “Salary” and“Non-Equity Incentive Plan Compensation” columns. With respect to Mr. Smith, the amounts set forth in this column include (a) $1,627,316 in respect of his deferral of receipt of shares of our common stock upon vesting of restricted stock units (see “Option Exercises and Stock Vested – 2017” for additional information regarding the calculation of the value realized by Mr. Smith upon the vesting of these restricted stock units); and (b) $46,984 in cash compensation amounts deferred by Mr. Smith, which is included in the Summary Compensation Table for 2017 in the “Salary” and“Non-Equity Incentive Plan Compensation” columns.   (2) The amounts set forth in this column consist ofnon-elective and (other than with respect to Mr. Leyden) matching contributions made to each named executive officer’s account under our Deferred Compensation Plan.Non-elective contributions were made for Messrs. Smith, Kelly, Powell, Leyden and LeydenHicks in the amounts of $110,948, $43,015, $33,814$64,490, $41,399, $9,565 and $5,512,$6,633, respectively. Matching contributions made for Messrs. Smith, Kelly, Powell and PowellHicks were $28,190, $34,547$46,212, $32,507 and $28,954,$9,534, respectively. The amounts set forth in this column are included in the Summary Compensation Table in the “All Other Compensation” column for 2017.2018.   (3) The amounts set forth in this column consist of aggregate interest or other earnings or losses accrued during 20172018 for each named executive officer’s account. These amounts includeWith respect to Messrs. Powell and Leyden, the amount set forth in this column also includes above-market earnings accrued for the accounts of Messrs. Smith$864 and Leyden in the amounts of $13,521 and $68,$51, respectively, thatwhich are included in the Summary Compensation Table for 20172018 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column.   (4) The following amounts were reported in the Summary Compensation Table in prior years: Mr. Smith, $830,294 (2011Kelly, $150,651 (2015 through 2016); Mr. Kelly, $73,089 (2015 and 2016)2017); Mr. Powell, $230,246$293,015 (2013 through 2016)2017); Mr. Leyden, $10,844 (2016 and 2017); and Mr. Leyden, $5,332Hicks $14,153 (2016). POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL In this section, we describe payments and benefits that would be provided to our named executive officers upon several events of termination, including termination in connection with a change of control, assuming the termination event occurred on December 31, 2017.2018. The information in this section does not include information relating to the following:   distributionsBenefits payable under our deferred compensation plan.the Teleflex Retirement Income Plan. See “Nonqualified Deferred Compensation“Pension Benefits – 2017”2018” for information regarding this plan;   distributions under our deferred compensation plan, other than enhanced payments in connection with a change in control. See “Nonqualified Deferred Compensation – 2018” for information regarding this plan; restricted stock units and shares underlying options that vested prior to the termination event. See the “Outstanding Equity Awards at FiscalYear-End – 2017”2018” table;   short-term incentive payments that would not be increased due to the termination event;   benefits that would be provided upon death or disability under supplemental life and/or disability insurance policies that we maintain for the benefit of our named executive officers; and   other payments and benefits provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including under our 401(k) plan. Employment and Severance Arrangements We have entered into agreements with each of our executive officers that provide for specified severance compensation and benefits in the event we terminate their employment without “cause,” as defined in the agreements, or if the executive terminates employment for “good reason,” as defined in the agreements, other than in connection with a change of control. Although Mr. Smith was a party to a severance agreement, the agreement is no longer in effect because he retired as our Chief Executive Officer on December 31, 2017. The severance compensation consists of the following:   continued payment of the executive’s base salary for a period of 24 months with respect to Mr. Smith,Messrs. Kelly and Powell and three weeks for each year of full-time employment (subject to a minimum period of nine months and a maximum period of 12 months) with respect to Messrs. Leyden, Hicks and Kennedy and Ms. Boylan (the “Severance Period”) (see footnote 1 to the table below for information regarding the length of the Severance Period for each named executive officer as of December 31, 2017)2018); provided that, in the case of Mr. Kennedy and Ms. Boylan, the severance period will be reduced by any contractual notice period to which he isthey are entitled under their employment agreements and the amount of histheir base salary payments will be reduced by any statutory “redundancy payment” to which he isthey are entitled under Irish law;   if the executive is terminated before the last day (or, in the case of Mr. Kennedy and Ms. Boylan, if a notice of termination of employment is issued to him or her before the last day), but after the completion of at least six months, of a performance period under the annual incentive plan, the payment of a prorated amount of the annual incentive award the executive would have been entitled to receive for the year in which his or her employment was terminated (for purposes of the proration, the individual performance component will be equal to the target award for the component);   continued health, life and accident insurance, exclusive of costs that would have been borne by the executive in accordance with our applicable policy then in effect, until the end of the Severance Period or until the executive is eligible for such benefits in connection with future employment, whichever occurs first; at our option, we may choose to provide to the executive a monthly cash payment equal to the executive’safter-tax cost to obtain comparable health insurance coverage from commercial sources, subject to the executive bearing a portion of the cost in accordance with our policy then in effect for employee cost sharing (provided that, in the case of Mr. Kennedy and Ms. Boylan, in the event continued coverage is not permitted under the relevant plan, we will pay, subject to statutory deductions, an amount equivalent to the cost of coverage on the same basis as if they continued to participate); with respect to Messrs. Kelly and Powell, a monthly cash payment equal to the executive’safter-tax cost to obtain comparable health insurance coverage from commercial sources, subject to the executive bearing a portion of the cost in accordance with our policy then in effect for employee cost sharing (provided that, in the case of Mr. Kennedy, in the event continued coverage is not permitted under the relevant plan, we will pay, subject to statutory deductions, an amount equivalent to the cost of coverage on the same basis as if Mr. Kennedy continued to participate); if an executive, other than Messrs. Leyden and Kennedy, was provided with the use of an automobile or cash allowance for an automobile, payment during the Severance Period of a cash allowance equal to the amount it would cost the executive to lease the vehicleautomobile utilized by the executive at the time of his or her termination; and   reimbursement for executive outplacement services in an amount up to€18,000 with respect to Mr. Kennedy and Ms. Boylan and $20,000 with respect to each of the other executives. The following table sets forth the potential post-termination payments and benefits the eligible named executive officers would be entitled to receive under the agreements and policies described above, assuming the triggering event under the agreements occurred on December 31, 2017. As2018. Upon Mr. Smith isKennedy’s retirement from the Company on March 31, 2019, he will no longer employed by Teleflex, he is notbe entitled to receive the benefits addressed in the table.   Name   Base Salary(1)   Annual Cash Incentive Award Payments(2)   Health Benefits(3)   Life and Accident Insurance(4)   Auto- mobile(5)   Executive Outplacement(6)   Total     Base Salary(1)   Annual Cash Incentive Award Payments(2)   Health Benefits(3)   Life and Accident Insurance(4)   Auto- mobile(5)   Executive Outplacement(6)   Total   B. Smith     $1,891,800     $ 1,979,508       $34,737       $14,321       $62,009       $20,000       $4,002,375   L. Kelly     $1,249,600       $692,952       $34,737       $9,005       $53,024       $20,000       $2,059,318     $1,700,000     $1,201,956     $35,903     $9,792     $54,615     $20,000     $3,022,266   T. Powell     $1,022,200       $548,187       $34,737       $7,886       $50,124       $20,000       $1,683,134     $1,079,240     $500,287     $35,903     $4,099     $51,628     $20,000     $1,691,157   J. Leyden     $246,375       $185,296       $11,112       $1,840       –       $20,000       $464,623     $266,085     $193,381     $11,210     $994       –     $20,000     $491,670   C. Hicks   $241,448     $176,750     $13,412     $911       –     $20,000     $452,520   T. Kennedy(7)     $258,621       $140,474       $3,981       $619       –       $21,565       $425,260     $247,084     $102,852     $3,677     $633       –     $20,603     $374,849   K. Boylan(7)   $194,685     $143,317     $2,735     $484       –     $20,603     $361,823     (1) The amounts set forth in this column reflect the amounts the named executive officers would be entitled to receive based upon salaries in effect as of December 31, 2017,2018, and, in accordance with the terms of the applicable agreement, based upon the following respective periods for which the amounts will be provided: Messrs. Smith, Kelly and Powell, 24 months; and Messrs. Leyden, Hicks and Kennedy and Ms. Boylan, nine months.   (2) The amounts set forth in this column reflect the actual cash incentive award each executive received for 2017,2018, as reflected in the Summary Compensation Table.   (3) The amounts set forth in this column have been calculated based upon the health coverage rates in effect as of December 31, 2017,2018, and, in accordance with the terms of the applicable agreement, based upon the following respective periods for which coverage will be provided: Messrs. Smith, Kelly and Powell, 24 months; and Messrs. Leyden, Hicks and Kennedy and Ms. Boylan, nine months.   (4) The amounts set forth in this column have been calculated based upon the life and accident insurance rates in effect as of December 31, 2017,2018, and, in accordance with the terms of the applicable agreement, based upon the following respective periods for which the insurance will be provided: Messrs. Smith, Kelly and Powell, 24 months; and Messrs. Leyden, Hicks and Kennedy and Ms. Boylan, nine months.   (5) The amounts set forth in this column are based upon automobile lease rates in effect as of December 31, 2017,2018, and, in accordance with the terms of the applicable agreement, based upon the24-month period for which the vehicle allowance will be provided.   (6) The amounts set forth in this column represent the maximum payment the named executive officer would be entitled to receive for outplacement services under the applicable agreement.   (7) The amounts shown for Mr. Kennedy and Ms. Boylan, who receives hisreceive their cash compensation in euros, have been converted to U.S. dollars using an exchange rate of 0.8346960.873670 euros per dollar, which was the exchange rate in effect as of December 31, 2017.2018. Change-of-ControlChange-in-Control Arrangements We have entered into agreements with each of our executive officers that provide for specified severance compensation and benefits in the event that a Change in Control (as defined in the agreements) occurs, and the executive’s employment is terminated within two years after the Change in Control either by the executive for “good reason,” as defined in the agreement, or by us for any reason other than “disability” or “cause,” each as defined in the agreements. Although Mr. Smith was a party to such an agreement, the agreement is no longer in effect because he retired as our Chief Executive Officer on December 31, 2017. The severance compensation consists of the following:   if no amount has been awarded to the executive under any plan providing for payment of a cash bonus in the year of termination (or, in the case of Mr. Kennedy and Ms. Boylan, in the year in which a notice of termination is given), the executive will receive a bonus payment equal to the target award under such plan;   the executive’s target bonus under each bonus plan providing for payment of a cash bonus in the year following the year in which the executive’s employment was terminated, prorated based on the number of days the executive was employed during the applicable performance period under such bonus plan;plan (or, in the case of Mr. Kennedy and Ms. Boylan, the number of days during the applicable performance period prior to the date on which a notice of termination is given);   payment of the executive’s base salary (based on the highest salary rate in effect for the executive at the time of, or at any time after the Change in Control) for a specified period after termination of employment (or, in the case of Mr. Kennedy and Ms. Boylan, in the year in which a notice of termination is given), which period is equal to three years for Mr. Smith,Kelly, two years for Messrs. Kelly andMr. Powell (increased to three years for Mr. Kelly on January 1, 2018 in connection with his promotion as President and Chief Executive Officer), and 18 months for Messrs. Leyden, Hicks and Kennedy and Ms. Boylan (the “CIC Severance Period”), provided that, in the case of Mr. Kennedy and Ms. Boylan, this amount will be reduced by any statutory “redundancy payment” to which he or she is entitled under Irish law and any base salary payments he or she receives during any termination notice period;   in the case of Messrs. Smith, Kelly and Powell, annual payments during the applicable CIC Severance Period, each equal to the sum of the target awards under each bonus plan providing for payment of a cash bonus in the year following the year in which the executive’s employment was terminated (the(collectively, the “Target Award”); and in the case of Messrs. Leyden, Hicks and Kennedy and Ms. Boylan, two annual payments during the CIC Severance Period, the first of which will be equal to 100 percent of the Target Award and the second of which shall be equal to fifty percent of the Target Award;   immediate vesting of all unvested stock options and restricted stock units held by the executive; continuation of health insurance during the CIC Severance Period or, if the executive is not eligible for continued coverage after termination, reimbursement during the CIC Severance Period, on anafter-tax basis, of any premiums the executive is required to pay in order to maintain coverage at a level comparable to the coverage hethe executive last elected for himself hisor herself, and the executive’s spouse and dependents under our health care plan, exclusive of costs that would have been borne by the executive in accordance with our applicable policy then in effect for employee participation in premiums;   in the case of Messrs. Smith, Kelly and Powell, payment during the CIC Severance Period of a cash allowance equal to the amount it would cost the executive to lease the vehicle utilized by the executive at the time of his or her termination;   with respect to Messrs. Smith, Kelly, Powell, Leyden and Leyden,Hicks, a cash payment equal to thenon-elective contribution the executive would have been entitled to receive under our Deferred Compensation Plan in respect of three additional years of service, in the case of Mr. Smith,Kelly, two additional years of service, in the case of Messrs. Kelly andMr. Powell and 18 months of additional service, in the case of Mr. Leyden;Messrs. Leyden and Hicks; and   reimbursement for executive outplacement services in an amount up to $20,000. The executive change in control agreements have an initial term of three years, and automatically renew for successiveone-year periods unless we terminate the agreements. However, notwithstanding any termination by us, the executive change in control agreements will remain in effect for a period of at least two years following a Change in Control that occurs during the term of the agreement. Our 2014 Stock Incentive Plan and 2008 Stock Incentive Plan provide that, on the date of a change in control, all unvested stock options will immediately vest. In addition, in the event of the termination of employment of an option holder within two years following a change in control for any reason other than death, retirement, disability or termination for cause, each vested stock option will remain exercisable until the first to occur of the third anniversary of termination (or any later date on which the stock option can be exercised under its terms) or the expiration if the stock option. Notwithstanding the foregoing, the Board or Board committee administering the plan may determine that, upon the occurrence of a change in control, all stock options will terminate within a specified number of days and/or that each option holder will receive with respect to each underlying share an amount equal to the excess of the fair market value of a share immediately prior to the change in control over the exercise price of the stock option. The 2014 Stock Incentive Plan also provides that, upon a change in control, all conditions and restrictions applicable to restricted stock units and performance stock units will lapse and the restricted stock units and performance stock units will be fully vested (in the case of the performance stock units, such vesting will be based on target performance). The following table sets forth information regarding the potential payments and benefits the named executive officers would have been entitled to receive in connection with a change in control under the agreementsdocuments described above, assuming the triggering event under the agreements occurred on December 31, 2017. As2018. Upon Mr. Smith isKennedy’s retirement from the Company on March 31, 2019, he will no longer employed by Teleflex, he is notbe entitled to receive the benefits addressed in the table.   Name   Base Salary   Annual Cash Incentive Award Payments(1)   Vesting Of Unvested Stock Options And Restricted Stock(2)   Health Benefits(3)   Auto- Mobile(4)   Deferred Compen- sation Plan Payments(5)   Executive Out- placement(6)   Total     Base Salary   Annual Cash Incentive Award Payments(1)   Vesting Of Unvested Equity Awards(2)   Health Benefits(3)   Auto- mobile(4)   Deferred Compen- sation Plan Payments(5)   Executive Out- placement(6)   Total   B. Smith     $2,837,700       $6,236,058       $41,635,299       $53,556       $93,015       $332,843       $20,000       $51,208,471   L. Kelly     $1,249,600       $1,692,632       $19,005,120       $35,704       $53,024       $86,029       $20,000       $22,142,109     $2,550,000     $4,134,456     $6,453,633     $54,084     $81,923     $193,470     $20,000     $13,487,566   T. Powell     $1,047,800       $1,334,037       $15,971,756       $35,704       $50,124       $67,629       $20,000       $18,527,050     $1,079,240     $1,309,717     $4,558,993     $36,056     $51,628     $82,799     $20,000     $7,138,433   J. Leyden     $492,750       $382,396       $7,732,330       $25,084       –       $8,268       $20,000       $8,660,828     $532,170     $432,858     $2,375,997     $25,235       –     $14,347     $20,000     $3,400,607   C. Hicks   $482,895     $394,053     $1,608,522     $26,939       –     $9,950     $20,000     $2,542,358   T. Kennedy(7)     $517,243       $373,233       $5,784,567       $7,962       –       –       $20,000       $6,703,005     $494,169     $325,228     $1,602,193     $7,354       –       –     $20,000     $2,448,943   K. Boylan(7)   $389,369     $318,533     $739,992     $5,470       –       –     $20,000     $1,473,364     (1) The amounts set forth in this column represent the sum of the actual cash incentive award payment the named executive officers received for the fiscal year ended December 31, 2017,2018, as reflected in the Summary Compensation Table, and additional payments to be made based upon the respective number of years for which target awards would be payable following the change of control, as follows: Mr. Smith,Kelly, three years; Messrs. Kelly andMr. Powell, two years; and Messrs. Leyden, Hicks and Kennedy and Ms. Boylan, 18 months.   (2) The amounts set forth in this column represent the value the named executive officer would realize upon the vesting of the unvested stock options, and upon vesting and conversion of unvested restricted stock units and target amount of performance stock units held by the named executive officer as of December 31, 2017.2018. The value of the unvested stock options was calculated based upon the difference between the aggregate market value of the shares of common stock underlying the unvested stock options and the aggregate exercise price of those stock options. The value of the shares of our common stock the named executive officer would receive following vesting and conversion of restricted stock units and performance stock units is equal to the aggregate market value of such shares. The market value was based on a price of $248.82$258.48 per share, which was the closing price of our common stock on December 29, 2017,31, 2018, as reported by the New York Stock Exchange.   (3) The amounts set forth in this column have been calculated based upon the health coverage rates for each named executive officer in effect as of December 31, 2017.2018.   (4) The amounts set forth in this column are based upon automobile lease rates in effect as of December 31, 2017,2018, and, in accordance with the terms of the applicable agreement, based upon the following respective periods for which the vehicleautomobile allowance will be provided: Mr. Smith,Kelly, three years; Messrs. Kelly andMr. Powell, two years. (5) The amounts set forth in this column are equal to three times the amount of thenon-elective contribution we made to the Deferred Compensation Plan for the account of Mr. SmithKelly in 2017;2018; two times the amount of suchnon-elective contributions for the account of Messrs. Kelly andMr. Powell in 2017;2018; and one andone-half times the amount of suchnon-elective contributions for the account of Mr.Messrs. Leyden and Hicks in 2017.2018.   (6) The amounts set forth in this column represent the maximum payment we would be required to make to the named executive officers for outplacement services under the applicable agreement or company policy. (7) The amounts shown for Mr. Kennedy and Ms. Boylan for benefits, other than the vesting of unvested equity awards, have been converted to U.S. dollars using an exchange rate of 0.873670 euros per dollar, which was the exchange rate in effect as of December 31, 2018. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 1, 20182019 (except as otherwise noted), information with respect to ownership of our securities by each person known by us to beneficially own more than 5% of our outstanding common stock, each director or nominee for director, each named executive officer and all such directors, nominees for director and named executive officers as a group. Except as otherwise indicated in the footnotes to the table, we have been informed that each person listed has sole voting power and sole investment power over the shares of common stock shown opposite his or her name.   Name and Address of Beneficial Owner    Shares Beneficially Owned(a)   Percent of Outstanding Common Stock(b)      Shares Beneficially Owned(a)   Percent of Outstanding Common Stock(b)   T. Rowe Price Associates, Inc.      5,800,346       12.81 %       6,071,298     13.19 %  100 E. Pratt Street           Baltimore, MD 21202(c)           BlackRock, Inc.      4,709,341       10.40 %       4,970,782     10.80 %  55 East 52nd Street           New York, NY 10022(d)           The Vanguard Group, Inc.      3,883,489       8.58 %       4,774,626     10.37 %  100 Vanguard Boulevard           Malvern, PA 19355(e)           Eaton Vance Management      2,682,985       5.98 %       2,858,507     6.21 %  2 International Place           Boston, MA 02110(f)           George Babich, Jr.      28,268 (g)      *        12,618 (g)    *   Karen T. Boylan      22,030 (h)    *   Candace H. Duncan      9,901 (h)      *        11,421 (i)    *   W. Kim Foster      18,061 (i)      *   Gretchen R. Haggerty      6,560 (j)         8,080 (j)    *   John C. Heinmiller      –     *   Cameron P. Hicks      52,030 (k)    *   Liam J. Kelly      144,889 (k)      *        183,507 (l)    *   Thomas Anthony Kennedy      21,159 (l)         10,636 (m)    *   Stephen K. Klasko      27,565 (m)      *        28,696 (n)    *   Andrew A. Krakauer      –       *        4,811 (o)    *   James J. Leyden      56,380 (n)      *        68,714 (p)    *   Richard A. Packer      4,414 (o)      *        5,934 (q)    *   Thomas E. Powell      167,382 (p)      *        121,789 (r)    *   Stuart A. Randle      27,217 (q)      *        26,237 (s)    *   Benson F. Smith      612,354 (r)      1.34 %       555,458 (t)    1.19 %  All directors and executive officers as a group (15 persons)      1,186,407 (s)      2.56 %       1,111,962 (u)    2.36 %    * Represents holdings of less than 1%.   (a) “Beneficial ownership” is determined in accordance with SEC regulations. Therefore, the table lists all shares as to which the person listed has or shares the power to vote or to direct disposition. In addition, shares issuable upon the exercise of outstanding stock options exercisable on February 1, 20182019 or within 60 days thereafter and shares issuable pursuant to restricted stock units that will vest within 60 days thereafter are considered outstanding and to be beneficially owned by the person holding such options or restricted stock units for the purpose of computing such person’s percentage of beneficial ownership, but are not considered outstanding for the purpose of computing the percentage of beneficial ownership of any other person.   (b) Based on 45,272,59946,022,202 shares outstanding on February 1, 2018.2019. (c) T. Rowe Price Associates, Inc. (“Price Associates”) has sole voting power with respect to 1,856,5092,060,370 shares listed in the table and sole dispositive power for all 5,800,3466,071,298 shares listed in the table. T. Rowe PriceMid-Cap Growth Fund, Inc. has sole voting power with respect to 2,750,0002,760,100 shares listed in the table. The securities listed in the table are owned by various individual and institutional investors for which Price Associates serves as an investment adviser with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The information in the table and this footnote is derived from an amendment to Schedule 13G filed by Price Associates and T. Rowe PriceMid-Cap Growth Fund, Inc. with the SEC on February 14, 2018,2019, reporting beneficial ownership as of December 31, 2017.2018. The number of shares held by such reporting persons may have changed subsequent to December 31, 2017.2018.   (d) BlackRock, Inc. (“BlackRock”) is the parent of several subsidiaries that directly hold the shares listed in the table. Of the shares listed in the table, BlackRock has sole voting power with respect to 4,400,1704,662,774 shares and sole dispositive power with respect to all 4,709,3414,970,782 shares. The information in the table and this footnote is derived from an amendment to Schedule 13G filed by BlackRock, Inc. with the SEC on February 2, 2018,January 31, 2019, reporting beneficial ownership as of December 31, 2017.2018. The number of shares held by such reporting personpersons may have changed subsequent to December 31, 2017.2018.   (e) Of the shares listed in the table, The Vanguard Group Inc. (“The Vanguard Group”) has sole voting power with respect to 35,28552,953 shares, shared voting power with respect to 12,70910,205 shares, sole dispositive power with respect to 3,838,6654,712,479 shares and shared dispositive power with respect to 44,82462,147 shares. Two wholly-owned subsidiaries of The Vanguard Group, Inc. beneficially own an aggregate of 59,57375,637 shares listed in the table. The information in the table and this footnote is derived from an amendment to Schedule 13G filed by The Vanguard Group with the SEC on February 12, 2018,11, 2019, reporting beneficial ownership as of DecemberJanuary 31, 2017.2019. The number of shares held by such reporting personpersons may have changed subsequent to DecemberJanuary 31, 2017.2019.   (f) The information in the table and this footnote is derived from aan amendment to Schedule 13G filed by Eaton Vance Management with the SEC on February 14, 2018,2019, reporting beneficial ownership as of December 31, 2017.2018. The number of shares held by such reporting persons may have changed subsequent to December 31, 2017.2018.   (g) Includes 1,000 shares held indirectly by Mr. Babich through the Baylee Consulting Plan and 18,6852,541 shares underlying stock options.   (h) Includes 8,24520,531 shares underlying stock options.options and 519 shares underlying restricted stock units.   (i) Includes 14,8709,376 shares underlying stock options.   (j) Includes 4,8005,931 shares underlying stock options.   (k) Includes 137,17949,438 shares underlying stock options, and 2,8431,125 shares underlying restricted stock units.units and 35 shares held for Mr. Hicks’ account in the Company’s 401(k) Savings Plan.   (l) Includes 19,806173,111 shares underlying stock options and 1,0073,398 shares underlying restricted stock units.   (m) Includes 19,6858,643 shares underlying stock options.options and 1,164 shares underlying restricted stock units.   (n) Includes 46,7267,880 shares held indirectly by Mr. Klasko through the Stephen K. Klasko Revocable Trust and 20,816 shares underlying stock options. (o) Includes 3,309 shares underlying stock options. (p) Includes 57,244 shares underlying stock options, 1,2061,647 shares underlying restricted stock units and 1,4431,450 shares held for Mr. Leyden’s account in the Company’s 401(k) Savings Plan, under which Mr. Leyden has the authority to direct voting of such shares.Plan.   (o)(q) Includes 1,154 shares held jointly by Mr. Packer and his spouse and 2,8203,951 shares underlying stock options.   (p)(r) Includes 156,927115,635 shares underlying stock options, 3,0133,262 shares underlying restricted stock units and 386388 shares held for Mr. Powell’s account in the Company’s 401(k) Savings Plan, under which Mr. Powell has the authority to direct voting of such shares.Plan.   (q)(s) Includes 22,18520,816 shares underlying stock options.   (r)(t) Includes 548,709486,211 shares underlying stock options, 7,3567,938 shares underlying restricted stock units and 619 shares held for Mr. Smith’s account in the Company’s 401(k) Savings Plan under which Mr. Smith has the authority to direct voting of such shares.Plan.   (s)(u) Includes 1,058,723977,553 shares underlying stock options, 16,87619,053 shares underlying restricted stock units and 3,4832,493 shares held for the account of some of the Company’s executive officers and directors in the Company’s 401(k) Savings Plan, under which each executive officer has the authority to direct voting of the shares held in his or her plan account.Plan. CERTAIN TRANSACTIONS Related Person Transactions Policy We maintain a Related Person Transactions Policy for review and approval, rejection or ratification of “related person transactions.” A related person transaction is any transaction, arrangement or relationship (i) involving an amount exceeding $120,000, (ii) in which Teleflex or any of its controlled subsidiaries participate and (iii) in which a “related person” has a direct or indirect material interest. A “related person” is any Teleflex director or executive officer, any holder of more than 5% of our outstanding shares of common stock, any immediate family member of any of these persons and certain of their affiliates. The policy includes procedures under which directors, director nominees and executive officers must provide information to the General Counsel before entry into a transaction that could be a related partyperson transaction. If the transaction is subject to the policy, it is considered by the Audit Committee, which may approve or reject the transaction. The policy also addresses procedures for Audit Committee consideration of ratification of related person transactions that occur without its prior approval, including procedures designed to minimize the possibilities of future occurrences of such transactions without prior Audit Committee approval. The Audit Committee will approve only those related person transactions it finds to be in, or not inconsistent with, the best interests of Teleflex and its stockholders. See “Compensation Discussion and Analysis – Executive Compensation Overview – Retirement ofOn December 31, 2017, Benson F. Smith retired as our Chief Executive Officer and Appointment of Liam J. Kelly as President and Chief Executive Officer” for information regardingOfficer. In connection with Mr. Smith’s retirement, the Board approved our entry into a consulting arrangement we entered intoagreement with Mr. Smith, effectiveunder which he provides support to Mr. Kelly with respect to specified transition matters. The consulting agreement has a term of two years, from January 1, 2018.2018 through December 31, 2019. During the term of the Consulting Agreement, Mr. Smith receives an annual fee of $406,250, payable each year in twelve equal monthly installments. The amount of the fee is based upon the estimated 130 hours of time per year that Mr. Smith is expected to devote to his consulting efforts, at the rate of $3,125 per hour; any additional consulting work by Mr. Smith, for which he will be paid at the same hourly rate, will be subject to the approval of the Chief Executive Officer. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executive officers and persons who own more than ten percent of our common stock to file reports of ownership and changes in ownership of our common stock. Based solely on a review of the copies of such reports and written representations from our directors and executive officers, we believe that, during the fiscal year ended December 31, 2017,2018, all required filings under Section 16(a) were made on a timely basis. PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Section 14A of the Exchange Act enables our stockholders to vote on whether to approve, on an advisory(non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. Specifically, these rules address the information we must provide in the compensation discussion and analysis, compensation tables and related disclosures included in this proxy statement. In accordance with the advisory vote of our stockholders at our 20172018 Annual Meeting, we are providing to our stockholders the opportunity to vote annually to approve, on an advisory basis, the compensation of our named executive officers. As noted above under “Compensation Discussion and Analysis,” our executive compensation program is designed principally 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. We believe that, as described under “Compensation Discussion and Analysis,” our compensation program incorporates, to a significant extent, apay-for-performance methodology that has operated effectively. Accordingly, the Board recommends that our stockholders vote in favor of the following resolution: RESOLVED, that the stockholders of Teleflex Incorporated approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to the 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 20182019 Annual Meeting. This is an advisory vote, which means that the stockholder vote is not binding on us. Nevertheless, our Compensation Committee values the opinions expressed by our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our named executive officers. THE BOARD OF DIRECTORS RECOMMENDS AN ADVISORY VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has selected the firm of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2018.2019. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will be provided the opportunity to make statements and respond to appropriate questions from stockholders present at the meeting. Although stockholder ratification of our independent registered public accounting firm is not required by our Bylaws or otherwise, we are submitting the selection of PricewaterhouseCoopers LLP to our stockholders for ratification to permit stockholders to participate in this important corporate decision. If the Audit Committee’s selection is not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent registered public accounting firm. Audit andNon-Audit Fees The following table provides information regarding fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements for the years ended December 31, 20172018 and December 31, 2016,2017, and fees for other services provided by PricewaterhouseCoopers LLP during those periods.   Services rendered    2017      2016      2018      2017   Audit fees    $ 4,894,511      $ 4,667,820      $ 4,927,618      $ 4,894,511   Audit-related fees      1,127,355        718,275        402,075        1,127,355   Tax fees      1,031,244        1,244,843        1,242,687        1,031,244   All other fees      8,280        61,339        9,731        8,280                                  $ 7,061,390      $ 6,692,277      $ 6,582,112      $ 7,061,390                               Audit-Related Fees. Audit-related fees consisted primarily of fees for support in connection with acquisition due diligence and consultation on accounting matters. Tax Fees. Tax fees consisted primarily of fees for tax compliance activities in certain foreign jurisdictions ($561,115566,678 for 20172018 and $592,778$561,115 for 2016)2017), and tax planning and consultancy services ($470,129676,009 for 20172018 and $652,065$470,129 for 2016)2017). All Other Fees. All other fees for 2018 and 2017 consisted of license fees for utilization of technical databases. For 2016, all other fees also consisted of advisory services related to the SEC’s conflict minerals disclosure requirements. Audit CommitteePre-Approval Procedures The Audit Committee has established a policy requiringpre-approval of all audit and permissiblenon-audit services performed by the independent registered public accounting firm. Under the policy, the Audit Committee annuallypre-approves specific types of services, subject to certain dollar limitations set by the Audit Committee. Periodically throughout the year, the independent registered public accounting firm and management provide the Audit Committee with reports regardingpre-approved services under the policy for which the independent registered public accounting firm has been engaged. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the originalpre-approval. In those instances, the Audit Committee requires specificpre-approval before engaging the independent auditor to perform the additional services. The Audit Committee may delegatepre-approval authority to one or more of its members. The member to whom such authority is delegated reports anypre-approval decisions to the Audit Committee at its next scheduled meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.2019. STOCKHOLDER PROPOSALS Any proposals submitted by stockholders for inclusion in our proxy statement and proxy for our 20192020 annual meeting of stockholders must be received by the Company at its principal executive offices no later than November 30, 2018and2019and must comply in all other respects with SEC rules relating to such inclusion. In connection with any proposal submitted by stockholders for consideration at the 20192020 annual meeting of stockholders, other than proposals submitted for inclusion in our proxy statement and proxy, the persons named in the enclosed form of proxy may exercise discretionary voting authority with respect to proxies solicited for that meeting, without including advice on the nature of the matter and how the persons intend to vote on the proposal, if appropriate notice of the stockholder’s proposal is not received by us at our principal executive offices by February 13, 2019.2020. OTHER MATTERS The Board does not know of any other matters that may be presented at the Annual Meeting, but if other matters do properly come before the meeting or any postponements or adjournments thereof, it is intended that persons named in the proxy will vote on such matters as they deem appropriate. Stockholders are requested to date, sign and return the enclosed proxy in the enclosed envelope, for which no postage is necessary if mailed in the United States or Canada. You may also vote by telephone by calling toll free1-800-PROXIES(776-9437) or via the internet atwww.voteproxy.com.   By Order of the Board of Directors, JAMES J. LEYDEN,Secretary ANNUAL MEETING OF STOCKHOLDERS OF TELEFLEX INCORPORATED May 4, 2018 PROXY VOTING INSTRUCTIONS INTERNET – Access “www.voteproxy.com” and follow theon-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE – Call toll-free1-800-PROXIES(1-800-776-9437) in the United States or1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. COMPANY NUMBER Vote online/phone until 11:59 PM EDT the day before the meeting. ACCOUNT NUMBER MAIL – Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON – You may vote your shares in person by attending the Annual Meeting. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, Proxy Statement, 2017 Annual Report and Proxy Card are available at www.teleflex.com/ProxyMaterials 3, 2019 PROXY VOTING INSTRUCTIONS INTERNET – Access “www.voteproxy.com” and follow theon-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE – Call toll-free1-800-PROXIES(1-800-776-9437) in the United States or1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. COMPANY NUMBER Vote online/phone until 11:59 PM EDT the day before the meeting. ACCOUNT NUMBER MAIL – Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON – You may vote your shares in person by attending the Annual Meeting. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, Proxy Statement, 2018 Annual Report and Proxy Card are available at www.teleflex.com/ProxyMaterials Please detach along perforated line and mail in the envelope providedIF you are not voting via telephone or the internet. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL DIRECTOR NOMINEES LISTED UNDER PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE FOR AGAINSTABSTAIN Proposal 1. Election of Directors: Nominees: For term ending in 2021: 1a. Candace H. Duncan 1b. Liam J. Kelly 1c. Stephen K. Klasko 1d. Stuart A. Randle For term ending in 2019: 1e. Andrew A. Krakauer Proposal 2. Approval, on an advisory basis, of named executive officer compensation Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018. The shares represented by this proxy will be voted as directed by the Stockholder. If no direction is given when the duly executed proxy is returned, such shares will be voted “FOR” all nominees listed above and “FOR” Proposals 2 and 3. In their discretion, the proxies are authorized to vote upon any other matter that may properly come before the meeting. PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS AT LEFT AND RETURN IN THE ENCLOSED ENVELOPE. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Please check here if you plan to attend the meeting. Signature of Stockholder Date:Signature of StockholderDate: Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL DIRECTOR NOMINEES LISTED UNDER PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE☒ FOR AGAINST ABSTAIN Proposal 1. Election of Directors:     Nominees:         1a. John C. Heinmiller ☐ ☐ ☐         1b. Andrew A. Krakauer ☐ ☐ ☐         1c. Richard A. Packer ☐ ☐ ☐ Proposal 2. Approval, on an advisory basis, of named executive officer compensation. ☐ ☐ ☐ Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. ☐ ☐ ☐ The shares represented by this proxy will be voted as directed by the Stockholder. If no direction is given when the duly executed proxy is returned, such shares will be voted “FOR” all nominees listed above and “FOR” Proposals 2 and 3. In their discretion, the proxies are authorized to vote upon any other matter that may properly come before the meeting. PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS AT LEFT AND RETURN IN THE ENCLOSED ENVELOPE. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐     Please check here if you plan to attend the meeting. ☐ Signature of Stockholder           Date:     Signature of Stockholder         Date:     Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. PROXY PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TELEFLEX INCORPORATED As an alternative to completing this form, you may enter your vote instruction by telephone at1-800-PROXIES, or via the internet at WWW.VOTEPROXY.COM, following the instructions provided. Use the Company Number and Account Number shown on your proxy card. The undersigned hereby appoints James J. Leyden and Daniel V. Logue proxies, each with power to act without the other and with power of substitution, and hereby authorizes them to represent and vote, subject to any directions indicated on the other side of this proxy card, all the shares of stock of Teleflex Incorporated standing in the name of the undersigned with all powers that the undersigned would possess if present at the Annual Meeting of Stockholders of the Company to be held May 4, 20183, 2019 or any adjournment thereof. (Continued (Continued on the other side)