James Winters
TELEFLEXAbout James Winters
Corporate Vice President, Manufacturing and Supply Chain at Teleflex (TFX). An Irish national under an Irish-law employment contract; responsibilities increased in 2024, with salary and equity uprated to reflect expanded scope . Annual incentive pay is tied to corporate revenue, adjusted EPS, cash flow, and individual objectives; 2024 corporate outcomes were $3,703M revenue, $14.09 adjusted EPS, and $604.8M operating cash flow, driving Winters’ bonus payout at 115.7% of target . 2024 equity awards comprise options, RSUs, and PSUs with three-year vesting and an RTSR modifier against a defined peer set to align pay with long-term shareholder returns .
Past Roles
No biography, education, or prior role history was disclosed for Mr. Winters in the latest proxy or 8‑K filings .
External Roles
No external directorships or roles for Mr. Winters were disclosed in the latest proxy .
Fixed Compensation
- Base salary changes:
- Increased effective June 1, 2024 from €381,916 to €436,680 (converted by Teleflex at $397,788 → $454,828 using 1.04156 USD/EUR) .
- 8‑K disclosed U.S.-reported increase from $421,500 to $474,181 effective June 1, 2024 .
- Target annual bonus: 70% of salary (unchanged vs. 2023) .
- Perquisites: automobile allowance ($18,748 in 2024 for Winters) and minor de minimis items; Winters receives company pension contributions under Irish plan (10–12% of base salary depending on his contributions) .
Multi-year compensation (Summary Compensation Table):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 371,617 | 28,615 | 357,460 | 467,001 | 119,482 | 64,878 | 1,409,053 |
| 2023 | 404,368 | 33,967 | 383,897 | 484,124 | 240,960 | 70,127 | 1,617,443 |
| 2024 | 428,167 | 33,568 | 537,258 | 666,338 | 313,073 | 72,082 | 2,050,486 |
Notes: Winters’ cash compensation is paid in euros and converted to USD at year-end exchange rates (2024: 1.04156 USD/EUR) .
Performance Compensation
Annual Incentive Program (2024 structure and outcomes):
| Metric | Weight | Target Definition | Corporate Target | 2024 Actual | Winters Payout ($) | Payout vs Target |
|---|---|---|---|---|---|---|
| Corporate Revenue | 40% | Constant currency consolidated revenue | $3,108.6M | $3,703.0M | $96,331 | 80.4% |
| Adjusted EPS | 35% | Adjusted diluted EPS with defined exclusions | $13.86 | $14.09 | $126,808 | 120.9% |
| Cash Flow from Operations | 15% | CFO with defined adjustments | $519.4M | $604.8M | $89,933 | 200.0% |
| Individual Performance | 10% | Function-specific objectives | n/a | Achieved | $33,568 | 112.0% |
| Total | 100% | — | — | — | $346,641 | 115.7% |
Long-term Incentives (2024 grants; vesting and performance conditions):
- Options: 7,896 options granted Feb 27, 2024 at $226.04 strike; 1,676 options granted Jun 18, 2024 at $202.09 strike; both vest in equal annual installments over 3 years .
- RSUs: 1,126 RSUs (Feb 27, 2024) and 243 RSUs (Jun 18, 2024); vest fully on 3rd anniversary of grant .
- PSUs: 904 PSUs (Feb 27, 2024) and 195 PSUs (Jun 18, 2024); vest after 3 years based on constant currency revenue growth (60%) and adjusted EPS growth (40%), subject to RTSR modifier (−25% to +25%) vs a defined peer group .
Grant date fair values and structure (additional 2024 awards tied to the June compensation increase):
- Options: $106,275 (Jun 18) and $560,063 (Feb 27) .
- RSUs: $48,184 (Jun 18) and $250,208 (Feb 27) .
- PSUs: $38,620 (Jun 18) and $200,245 (Feb 27), before RTSR modifier .
Clawback: Dodd‑Frank/NYSE‑compliant Incentive Compensation Clawback Policy adopted Oct 2023; mandates recovery of incentive compensation tied to financial reporting if restatements reduce awards, covering the prior 3 years .
Equity Ownership & Alignment
Beneficial Ownership and Breakdown (as of Feb 1, 2025):
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 18,150 | Includes exercisable options and RSUs |
| Shares outstanding | 46,279,820 | — |
| Ownership % of common | ~0.039% (18,150 / 46,279,820) | Derived from disclosed counts |
| Components included | 16,781 options; 635 RSUs | As per footnote (t) |
Outstanding Equity Awards (Dec 31, 2024):
| Type | Grant Date | Status | Quantity | Exercise Price / Market Value | Expiration / Valuation Basis |
|---|---|---|---|---|---|
| Options | 2/27/2024 | Unexercisable | 7,896 | $226.04 | 2/27/2034 |
| Options | 6/18/2024 | Unexercisable | 1,676 | $202.09 | 6/18/2034 |
| Options | 2/28/2023 | Exercisable/Unexercisable | 2,116 / 4,234 | $238.23 | 2/28/2033 |
| Options | 3/1/2022 | Exercisable/Unexercisable | 3,472 / 1,736 | $333.24 | 3/1/2032 |
| Options | 3/2/2021 | Exercisable | 3,016 | $403.78 | 3/2/2031 |
| Options | 2/25/2020 | Exercisable | 3,234 | $348.11 | 2/25/2030 |
| Options | 2/26/2019 | Exercisable | 3,214 | $288.38 | 2/26/2029 |
| Options | 4/23/2018 | Exercisable | 1,729 | $271.70 | 4/23/2028 |
| RSUs | 2/27/2024 | Unvested | 1,126 | $200,405 (at $177.98) | |
| RSUs | 6/18/2024 | Unvested | 243 | $43,249 (at $177.98) | |
| RSUs | 2/28/2023 | Unvested | 912 | $162,318 (at $177.98) | |
| RSUs | 3/1/2022 | Unvested | 635 | $113,017 (at $177.98) | |
| PSUs | 2/27/2024 | Unearned | 904 | $160,894 (at $177.98) | |
| PSUs | 6/18/2024 | Unearned | 195 | $34,706 (at $177.98) | |
| PSUs | 2/28/2023 | Unearned | 697 | $124,052 (at $177.98) | |
| PSUs | 5/25/2022 | Vested (Mar 1, 2025) | Achieved ~39.5% of target after RTSR modifier | — | Committee determination Feb 2025 |
2014/2023 Plan treatment at Change of Control: all unvested options vest on change; RSUs/PSUs vest (PSUs at target) .
Stock Ownership Policy: Executives must hold stock valued at 2× base salary; unvested PSUs and option shares excluded; as of Dec 31, 2024, all NEOs either met the requirement or had remaining compliance time . Pledging/hedging: prohibited (no margin purchases, pledging, short sales, derivatives) .
Vesting/Insider selling cadence:
- RSUs granted in 2024 vest entirely on Feb 27, 2027 and Jun 18, 2027 .
- Options granted in 2024 vest 1/3 annually on the first three anniversaries of grant dates (Feb/Jun 2025–2027), creating potential periodic selling/exercise windows .
2024 Equity Vested/Exercises:
- Winters had 579 shares vest with $129,117 realized; no option exercises in 2024 .
Employment Terms
Severance (non‑CIC):
- Notice period: 6 months under Irish contract; Teleflex may place Winters on paid notice while relieving duties .
- Base salary continuation: 9–12 months, reduced by the notice period term; health, life, accident insurance continue during severance period; pro‑rated annual incentive if ≥6 months of performance period completed (individual component assumed at target); outplacement up to €18,000 .
- Illustrative severance (as of Dec 31, 2024): base salary $341,121; 2024 annual incentive $346,641; health $4,978; life/accident $776; auto n/a; outplacement $18,748; total $712,264 .
Change-of-Control (double trigger within 2 years of CIC):
- Base salary continuation: 18 months; target cash bonus multiple: 1.5× target; pro‑rated target bonus for the year; health insurance continued; RSUs/PSUs vest (PSUs at target); options vest .
- Illustrative CIC benefits (as of Dec 31, 2024): base salary $682,242; annual cash incentive/target payments $824,210; vesting of unvested equity $926,386; health $13,275; outplacement $20,000; total $2,466,113 (no vehicle allowance; no CIC tax gross‑ups) .
Clawback: mandatory recovery of incentive pay based on restated financials, for the prior 3 years .
Compensation Structure Notes and Peer/Policy Context
- Executive Compensation Peer Group includes Align Technology, DexCom, Hologic, Edwards Lifesciences, ICU Medical, Masimo, ResMed, STERIS, Intuitive Surgical, etc.; Teleflex targets NEO compensation within a competitive range of median .
- PSUs use constant currency revenue growth and adjusted EPS growth; RTSR modifier based on a 28‑company Health Care Equipment & Supplies peer set to dampen market beta effects .
- Option repricing prohibited without shareholder approval; executives barred from hedging/pledging; no CIC excise tax gross‑ups .
- 2024 say‑on‑pay approval ~93.7% .
Company Performance Context
Teleflex revenues and EBITDA (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 2,791,041,000 | 2,974,489,000 | 3,047,324,000* |
| EBITDA ($) | 746,460,000* | 732,344,000* | 707,032,000* |
*Values retrieved from S&P Global (SPGI); SPGI did not provide citation IDs for these cells.
Teleflex’s Pay vs Performance table indicates cumulative TSR value of a $100 investment at $48.48 over 2019–2024, with constant currency revenue and net income disclosures used by the Compensation Committee to link “compensation actually paid” to performance .
Investment Implications
- Alignment and performance sensitivity: Winters’ pay mix has strong at‑risk components (options, PSUs), with PSU metrics (revenue growth, adjusted EPS) and an RTSR modifier directly linking outcomes to long-term value creation; annual bonus pays for cash flow discipline, advantageous for supply chain leadership .
- Selling pressure windows: 2024 RSUs and PSUs vest in 2027; options vest annually through 2027, creating potential incremental exercise/sale capacity; Winters had no option exercises in 2024, suggesting low near-term pressure, but watch Feb/Jun anniversaries in 2025–2027 .
- Retention risk: Irish severance and robust CIC protections (18 months base, 1.5× target bonus, accelerated vesting) reduce near-term departure risk; absence of hedging/pledging and ownership guidelines (2× salary) support alignment .
- Execution context: 2024 operations highlight exceptional supply chain responsiveness (IAB pump ramp) and cash generation ($604.8M CFO), aligning Winters’ remit with the bonus metrics that paid above target for EPS and cash flow .
- Peer and governance backdrop: Strong say‑on‑pay support (~93.7%) and conservative policies (no option repricing, no CIC gross‑ups, clawback) mitigate governance red flags; focus remains on sustained execution against PSU metrics and RTSR performance into 2026 .
Monitoring priorities: track 2025–2026 PSU performance gates, option vesting cadence, and any Form 4 sales around vest dates; sustained improvements in adjusted EPS and cash flow will lever Winters’ incentives and indicate supply chain execution carrying through to long-term value .
Sources
- DEF 14A (Mar 28, 2025) .
- 8‑K Item 5.02 (May 9, 2024) .
- Financials retrieved via SPGI (GetFinancials). Values marked with * are from S&P Global.