Andrew Krakauer
TELEFLEXAbout Andrew A. Krakauer
Andrew A. Krakauer, 70, has served on Teleflex’s Board since 2018 and is an independent director currently sitting on the Compensation Committee. He is a retired medical device executive, formerly CEO of Cantel Medical Corp., and brings extensive operating, strategy, and M&A experience in medtech. Board independence was affirmed by the Board under NYSE standards; all independent committee members meet heightened NYSE/SEC criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cantel Medical Corp. | Chief Executive Officer | Nov 2014–Jul 2016 | Led infection control provider; prior President & CEO and COO roles support deep operating and acquisition experience |
| Cantel Medical Corp. | President & CEO | Mar 2009–Nov 2014 | Strategic growth and integration of businesses |
| Cantel Medical Corp. | President | Apr 2008–Mar 2009 | Transition to enterprise leadership |
| Cantel Medical Corp. | EVP & COO | Aug 2004–Apr 2008 | Operations leadership; execution on growth initiatives |
| Instrumentarium Corp. (Ohmeda Medical Division) | President | 1998–2004 | Device division management; business integration (division later acquired by GE in 2003) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cantel Medical Corp. | Director | 2009–2016 | Prior public board service; no current public company boards disclosed in TFX proxy |
Board Governance
- Independence: Board determined Krakauer and all committee members are independent under NYSE standards; Audit and Compensation members meet additional NYSE/SEC independence requirements .
- Committee assignments: Compensation Committee member; committee held 6 meetings in 2024 and oversees CEO pay goals, executive comp plans, equity awards, and consultant oversight (FW Cook) .
- Board activity and attendance: Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership/independent oversight: Lead Director (Dr. Klasko) presides over executive sessions and coordinates agendas; independent directors conduct regular executive sessions .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer (non-management directors) | $67,000 | Paid monthly; Krakauer elected to defer $67,000 to the Deferred Compensation Plan |
| Committee chair retainers | $17,500 (Comp Chair), $22,500 (Audit Chair), $14,000 (N&G Chair) | Not applicable to Krakauer (member, not chair) |
| Meeting fees | Board in-person $2,000; Board phone $1,000; Committee $1,000 | Paid per meeting participation |
| Krakauer – Fees earned or paid in cash (total) | $85,000 | Includes deferred $67,000 to deferral account |
Performance Compensation
| Award Type | Grant specifics (May 2024 unless noted) | Vesting | Value Basis |
|---|---|---|---|
| RSUs (annual grant) | 649 RSUs; Krakauer deferred receipt of 100% of 2024 RSUs | 1 year from grant | Grant-date fair value $200.48 per unit |
| Options (annual grant) | 1,349 shares underlying options | 1 year from grant | Grant-date fair value $63.33 per share; exercise price = closing price on grant date |
| Additional Lead Director RSUs | 189 RSUs (Lead Director only; not applicable to Krakauer) | 1 year from grant | $200.48 per unit |
| Krakauer – Stock awards (RSUs) reported | $130,112 | Reflects aggregate grant-date fair value (ASC 718) | |
| Krakauer – Option awards reported | $85,432 | Reflects aggregate grant-date fair value (ASC 718) |
Performance metric design used by the Compensation Committee for executive pay-for-performance (governance relevance to Krakauer’s committee work):
| Metric (Annual Incentive 2024) | Weight | Target | Threshold (min payout) | Max (max payout) | Actual Achieved |
|---|---|---|---|---|---|
| Corporate Revenue (constant currency) | 40% | $3,108.6m | 96% ($2,973.5m) | 104% ($3,232.4m) | $3,703m |
| Adjusted EPS | 35% | $13.86 | 88% ($12.20) | 108% ($14.97) | $14.09 |
| Cash Flow from Operations (adjusted) | 15% | $519.4m | 76% ($394.7m) | 116% ($602.5m) | $604.8m |
PSU long-term metrics (executives):
- 60% Constant currency revenue growth; 40% Adjusted EPS growth; RTSR modifier vs 28-company Health Care Equipment & Supplies peer group affects ultimate PSU vesting (linear adjustment ranges) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Krakauer in TFX’s proxy .
- Prior public boards: Cantel Medical Corp. director (2009–2016) .
- Interlocks/related party exposure: No independence exceptions noted for Krakauer; Board specifically reviewed and cleared independence concerns for other directors (Heinmiller, Ryu) where hospital systems were involved; no such disclosures for Krakauer .
- Related person transactions policy: Audit Committee oversight of any transaction >$120,000 involving directors; approval only if in stockholders’ best interests .
Expertise & Qualifications
- Deep medtech operating experience (CEO, President, COO), strategy, acquisitions, and management in infection control and device businesses .
- Brings wide-ranging business insights to Compensation Committee deliberations on incentives, equity design, and talent processes .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Feb 1, 2025) | 12,780 shares; includes 8,288 shares underlying options | |
| % of shares outstanding | <1% (asterisk per proxy table methodology) | |
| Options held (vested + unvested, 12/31/2024) | 9,637 underlying shares | |
| RSUs deferred (2024 director grant) | 100% of 649 RSUs deferred | |
| Director stock ownership guideline | 5x annual cash retainer ($335,000 at $67,000 retainer) | |
| Guideline compliance status | Compliant as of Dec 31, 2024 (exceptions only for newer directors Patil, Ryu) | |
| Pledging/hedging | Prohibited for directors and officers |
Governance Assessment
- Committee effectiveness: Active member of Compensation Committee (6 meetings in 2024) shaping pay-for-performance with robust quantitative metrics, multi-year PSU design, and RTSR modifier—supports alignment and risk mitigation .
- Independence and attendance: Independent under NYSE standards; Board met 6 times with ≥75% attendance for every director; executive sessions led by an independent Lead Director—supports strong oversight culture .
- Ownership alignment: Meets director ownership guideline; defers cash fees and RSUs; prohibitions on pledging/hedging reduce misalignment risks .
- Compensation reasonableness: Director total compensation for Krakauer in 2024 was $300,544 (cash $85,000; stock awards $130,112; option awards $85,432); structure is conventional (retainer + annual RSU/option grants, meeting fees) .
- Say-on-Pay signal: 93.7% approval in 2024 suggests investor confidence in compensation governance overseen by the committee on which Krakauer serves .
RED FLAGS: None disclosed specific to Krakauer—no related party transactions; no pledging; independent status affirmed; attendance thresholds met .