Jay White
TELEFLEXAbout Jay White
Jay K. White is Corporate Vice President and President, Global Commercial at Teleflex and a Named Executive Officer (NEO) in the company’s 2025 proxy. His annual incentive is tied primarily to company metrics—constant-currency revenue (40% weight), adjusted EPS (35%), and cash flow from operations (15%)—with 10% based on individual goals . Company pay-versus-performance data for 2024 shows total shareholder return of $48.48 on an initial $100 vs. peer TSR $135.21, constant currency revenue of $3,073.3 million, and net income of $70.2 million .
Fixed Compensation
- Base salary increased ~3.0% in 2024; target annual bonus opportunity remains 70% of salary (unchanged from 2023) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $584,577 | $607,250 | $626,800 |
| Target Bonus % of Salary | – | 70% | 70% |
| Target Bonus ($) | – | $425,075 | $438,760 |
Performance Compensation
Annual Incentive (2024)
| Metric | Weighting | Actual Award ($) | Actual as % of Target |
|---|---|---|---|
| Corporate Revenue | 40% | $141,021 | 80.4% |
| Adjusted EPS | 35% | $185,636 | 120.9% |
| Cash Flow from Operations | 15% | $131,654 | 200.0% |
| Individual Performance | 10% | $39,489 | 90.0% |
| Total | 100% | $497,800 | 113.5% |
Key design details:
- Financial measures allow specified adjustments (e.g., FX, Italian payback, restructuring, MDR costs) to focus on underlying performance .
Long-Term Incentives (2024 grants)
| Instrument | Grant Date | Units/Shares | Valuation Basis | Vesting |
|---|---|---|---|---|
| Stock Options | 2/27/2024 | 9,612 | $70.93 per underlying share (Black-Scholes) | Equal annual increments over 3 years |
| RSUs | 2/27/2024 | 1,371 | $222.21 per unit | Full vest at 3rd anniversary (pre-2025 grants) |
| PSUs (Target) | 2/27/2024 | 1,101 | $221.51 per unit (Monte Carlo incl. RTSR) | 3 years, subject to performance + RTSR modifier |
PSU performance framework (2024–2026):
- 60%: Constant currency revenue growth (with pro forma adjustments for acquisitions/divestitures) .
- 40%: Adjusted EPS growth (with pro forma adjustments) .
- RTSR modifier vs. 28-company health-care equipment/supplies peer set; modifies earned PSUs by -25% to +25% based on percentile ranking .
Multi-Year Compensation Summary (Total and Mix)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $584,577 | $607,250 | $626,800 |
| Bonus (Individual) | $36,828 | $42,508 | $39,489 |
| Stock Awards (RSUs + PSUs, ASC 718) | $559,006 | $567,139 | $548,532 |
| Option Awards (ASC 718) | $729,734 | $715,207 | $681,779 |
| Non-Equity Incentive (Financial metrics) | $172,733 | $361,856 | $458,311 |
| All Other Compensation | $72,725 | $77,406 | $82,254 |
| Total | $2,155,742 | $2,371,637 | $2,437,165 |
Notes:
- 2024 total target equity opportunity: $1,339,000 .
- 2024 perquisites: automobile allowance $10,200 and financial planning $8,000 .
Equity Ownership & Alignment
- Beneficial Ownership: 36,643 shares; includes 33,386 options and 993 RSUs (beneficially owned for table purposes). Less than 1% of shares outstanding (46,279,820) .
- Stock Ownership Guidelines: 2× base salary for executive officers; compliance required within 5 years. As of 12/31/2024, all NEOs met or had time remaining per policy .
- Pledging/Hedging: Prohibited for executives; short sales and derivative hedging barred .
Selected outstanding equity (12/31/2024):
| Category | Count/Detail |
|---|---|
| 2024 Options (Unexercisable) | 9,612 @ $226.04, exp. 2/27/2034 |
| 2024 RSUs (Unvested) | 1,371 |
| 2024 PSUs (Target, unearned) | 1,101 |
| 2023 Options (Exercisable/Unexercisable) | 3,127 / 6,254 @ $238.23, exp. 2/28/2033 |
| 2023 RSUs (Unvested) | 1,347 |
| 2023 PSUs (Target, unearned) | 1,030 |
| 2022 RSUs (Unvested) | 993 |
Vesting cadence:
- Options: equal annual installments over 3 years following grant .
- RSUs: full vest at 3-year anniversary for pre-2025 grants .
- PSUs: 3-year performance period; vesting subject to financial goals and RTSR modifier .
Shares vested/exercised in 2024:
| Action | Shares | Value |
|---|---|---|
| Options Exercised | 0 | – |
| RSUs/PSUs Vested | 749 | $167,027 |
Deferred compensation (2024):
| Item | Amount ($) |
|---|---|
| Executive Contributions | $165,796 |
| Company Contributions | $40,613 |
| Aggregate Earnings | $123,768 |
| Year-End Balance | $1,140,577 |
Employment Terms
Severance (non-change-in-control; “good reason”/without cause)
| Component | Amount ($) |
|---|---|
| Base Salary (12 months) | $631,400 |
| Pro-rated Annual Incentive (actual 2024) | $497,800 |
| Health Benefits | $22,641 |
| Life & Accident Insurance | $3,905 |
| Executive Outplacement | $20,000 |
| Total | $1,175,746 |
Key terms:
- Pro-rated bonus if terminated after ≥6 months of performance period; benefits continuation; outplacement; auto allowance applies only to CEO/CFO .
Change-of-Control (double trigger within 2 years)
| Component | Amount ($) |
|---|---|
| Base Salary (18 months) | $947,100 |
| Annual Cash Incentives (actual + future target payments) | $1,160,770 |
| Vesting of Unvested Equity Awards | $1,176,982 |
| Health Benefits | $47,314 |
| Deferred Compensation Plan Payments (1.5× non-elective contribution) | $30,877 |
| Executive Outplacement | $20,000 |
| Total | $3,383,043 |
Plan mechanics:
- Unvested options/RSUs/PSUs vest upon change in control; PSUs vest at target for CIC vesting; options can be accelerated or cashed out per plan discretion .
- No excise tax gross-ups; executives prohibited from hedging/pledging; aircraft personal use has no tax gross-up .
Clawback
- Dodd-Frank/NYSE-compliant clawback adopted Oct 2023; 3-year lookback on incentive-based compensation in event of financial restatement .
Compensation Peer Groups and Governance
- Executive Compensation Peer Group used for pay benchmarking across health-care equipment & supplies; selection targets ~⅓–3× TFX market cap/revenue; target pay positioned around median with adjustments for role/performance .
- 2024 Executive Compensation Peer Group includes Align Technology, DexCom, Edwards Lifesciences, Hologic, ResMed, STERIS, etc. .
- Performance Peer Group (for target-setting context) includes Medtronic, Stryker, Becton Dickinson, Boston Scientific, Zimmer Biomet, etc. .
- Compensation Committee: Randle (Chair), Krakauer, Ryu; independent consultant FW Cook engaged; six meetings in 2024 .
- Say-on-Pay: 93.7% approval at 2024 annual meeting .
Investment Implications
- Pay-for-performance alignment: 90% of annual cash incentive tied to company financials (revenue, EPS, cash flow), with demonstrated above-target payout driven by cash flow performance in 2024 (200% of target) .
- Vesting cadence and potential selling pressure: Material tranches from 2024/2023 option and RSU awards vest over the next 1–2 years; PSUs cliff-vest after the 3-year performance window—monitor vest dates for supply overhang, especially around anniversary dates and performance period end .
- Alignment and risk controls: Ownership guidelines (2× salary) and anti-pledging/hedging policy support alignment; no tax gross-ups in CIC, clawback policy in place, and double-trigger CIC mitigates windfall risk without termination .
- Retention economics: Non-CIC severance of ~$1.18M and CIC economics of ~$3.38M (including full equity vesting) provide retention but could elevate turnover cost; PSU structure and RTSR modifier incentivize sustained multi-year performance vs. peers .