Candace Duncan
TELEFLEXAbout Candace H. Duncan
Independent director of Teleflex (TFX) since 2015; age 71. Former KPMG LLP senior leader with a 35-year career culminating as Managing Partner of the Washington, D.C. office and service on KPMG’s board. Currently chairs Teleflex’s Audit Committee and serves as a director of Discover Financial Services. Recognized accounting/finance expertise informs oversight of financial reporting and internal controls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, Washington, D.C. office; Member, KPMG Board | 2009–Nov 2013 (retired Nov 2013) | Led office, governance experience from KPMG board; prior roles included Managing Partner for Audit, Mid-Atlantic and Audit Partner in charge of Virginia business unit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Discover Financial Services | Director | Not disclosed | Current public company directorship |
Board Governance
- Independence: Board determined Ms. Duncan is independent under NYSE standards; Audit, Compensation, and Nominating & Governance committees consist of independent directors .
- Committee assignments: Audit Committee (Chair). Audit Committee responsibilities include oversight of financial statements, internal controls, legal/regulatory compliance, auditor independence/performance, internal audit, enterprise risk management (including product quality/safety and cybersecurity), and pension funding/investments .
- Financial expertise: Board determined all Audit Committee members (including Duncan) are “audit committee financial experts” under SEC rules .
- Attendance and engagement:
- Board meetings held in 2024: 6; each director attended at least 75% of Board and committee meetings of which they were a member .
- Audit Committee meetings in 2024: 7 .
- All directors attended the 2024 annual meeting of stockholders .
- Executive sessions and leadership: Non-management directors meet in regular executive sessions led by the Lead Director; Lead Director role defined with authority over agendas, executive feedback, and shareholder communication .
Fixed Compensation
| Component | Amount/Terms | 2024 Amounts for Duncan |
|---|---|---|
| Annual cash retainer (all non-employee directors) | $67,000 | Included in cash total |
| Additional cash retainer – Audit Committee Chair | $22,500 | Included in cash total |
| Meeting fees | Board in-person $2,000; Board by phone $1,000; Committee $1,000 | Included in cash total |
| Fees earned or paid in cash (reported) | — | $110,500 |
| Deferral election (cash) | Eligible under Deferred Compensation Plan | She elected to defer $67,000 of cash fees in 2024 |
Performance Compensation
| Equity Award | Grant details | Vesting | 2024 Amounts for Duncan |
|---|---|---|---|
| Restricted Stock Units (annual) | 649 RSUs granted May 2024; grant date fair value per unit $200.48 | Vest one year after grant; settled in common stock; she deferred receipt of 100% of the 2024 RSUs into the Deferred Compensation Plan | Stock Awards (ASC 718): $130,112 |
| Stock Options (annual) | 1,349 options granted May 2024; grant date fair value per option $63.33 | Vest one year after grant; exercise price = closing price on grant date | Option Awards (ASC 718): $85,432 |
- Note: Non-employee director equity is time-based; no performance metrics are applied to director equity awards (i.e., RSUs/options vest on service conditions) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| Discover Financial Services | None disclosed with Teleflex customers/suppliers | Listed as current directorship; no Teleflex-related person transactions disclosed involving Duncan |
Expertise & Qualifications
- Core expertise: Public accounting, financial reporting, internal controls, audit oversight, budgeting .
- Board-designated financial expert on the Audit Committee; oversight remit includes cybersecurity risk and product quality/safety risk .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 1, 2025) | 18,434 shares; less than 1% of outstanding shares (46,279,820) |
| Options held (director tally as of Dec 31, 2024) | 15,704 shares underlying vested and unvested options (aggregate) |
| Director ownership guideline | 5x annual cash retainer ($335,000); options excluded from calculation; as of Dec 31, 2024, all non-management directors other than Patil and Ryu met guidelines (implies Duncan met) |
| Hedging/pledging policy | Directors prohibited from pledging, margining, or hedging company stock |
| Recent insider activity (Form 4) | See table below. Form 4 post-transaction common shares and options reflect security-specific counts and may differ from proxy “beneficial ownership” (which includes options exercisable within 60 days) . |
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Security | Qty | Price | Post-Transaction Holdings (security-specific) | Source |
|---|---|---|---|---|---|---|
| 2025-05-09 | Award | Common Stock | 1,051 | $0.00 | 5,907.377 common | |
| 2025-05-09 | Award | Stock Option (Right to Buy) | 2,226 | $125.11 | 4,452 options | |
| 2025-05-05 | Option exercise (M) | Common Stock | 4,833 | $123.04 | 9,561.377 common | |
| 2025-05-05 | Tax withholding (F) | Common Stock | -4,705 | $126.41 | 4,856.377 common | |
| 2025-05-05 | Option exercise (M) | Stock Option (Right to Buy) | -4,833 | $123.04 | 0 options (exercised) | |
| 2024-05-07 | Award | Common Stock (RSU grant) | 649 | $0.00 | 4,706.9377 common | |
| 2024-05-07 | Award | Stock Option (Right to Buy) | 1,349 | $201.52 | 1,349 options |
Governance Assessment
- Strengths
- Long-tenured, independent Audit Committee Chair with deep public accounting background; designated “audit committee financial expert” by the Board .
- Active committee engagement: Audit Committee met 7 times in 2024; Board members (including Duncan) attended at least 75% of applicable meetings; full Board attendance at 2024 annual meeting .
- Ownership alignment: Director ownership guidelines (5x retainer) in place; Duncan met the requirement as of 12/31/2024; hedging/pledging prohibited .
- Compensation structure for directors balanced across cash and equity; ability to defer cash and RSU settlement supports long-term alignment (Duncan deferred $67,000 cash and 100% of 2024 RSUs) .
- Company-level pay practices and shareholder sentiment supportive: 2024 say-on-pay approval ~93.7% (context for governance climate) .
- Watch items / potential conflicts
- No related-person transactions disclosed involving Duncan; Board reaffirmed independence; continue to monitor any business ties stemming from external roles (e.g., Discover) though none are disclosed currently .
- Auditor independence oversight remains a key duty; Duncan’s prior affiliation was with KPMG (retired 2013), while Teleflex’s auditor is PwC (mitigates conflict risk) .