John Deren

About John Deren

John R. Deren became Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Teleflex effective April 2, 2025, after serving since 2013 in senior finance roles including Corporate VP & Chief Accounting Officer, overseeing Corporate Finance, Finance Shared Services, Global Supply Chain Finance, Treasury, and Tax . He has 30+ years of public-company financial management experience; he began his career at PricewaterhouseCoopers where he obtained his CPA, and later held finance leadership roles at Rohm and Haas, Exelon Generation, and Trinseo prior to Teleflex . As CFO, he signs SOX 302/906 certifications and 8‑K filings and presents financial overviews, reflecting accountability for disclosure controls and internal controls over financial reporting . Company performance under his finance leadership period included 2025 guidance for adjusted EPS of $14.00–$14.20 and adjusted constant currency revenue growth of 6.9–7.4%, and Q3 2025 adjusted revenue growth of 15.3% year-over-year with adjusted EPS of $3.67 .

Past Roles

External Roles

Fixed Compensation

Specific CFO cash compensation for John Deren (base salary, target bonus, actual bonus) was not disclosed in SEC filings available. Teleflex’s executive program positions compensation competitively and emphasizes pay-for-performance; NEO salaries in 2024 were adjusted modestly (e.g., CEO +4.6%, CFO Powell +4.7%), but Deren was not an NEO in 2024 .

Performance Compensation

Teleflex’s executive annual incentive structure ties payouts principally to corporate financial performance metrics, with standardized weighting across executives. While Deren’s individual targets are not disclosed, the company’s plan design and 2024 outcomes are below.

Long-term equity mix and vesting:

• Stock options: 55% of target LTI; 3-year ratable vesting; strike = grant-date close price .
• RSUs: 25%; pre‑2025 grants vest at 3 years; grants after Jan 1, 2025 vest ratably over 4 years .
• PSUs: 20%; 3-year vesting tied to constant currency revenue growth (60%) and adjusted EPS growth (40%), modified by 3‑year relative TSR vs 28 medtech peers (RTSR Modifier) .

Equity Ownership & Alignment

• Executive stock ownership guidelines: CFOs and other executive officers must hold stock valued at 2× base salary; a 5-year compliance window applies. RSUs count; options/PSUs do not. As of Dec 31, 2024, executives either met or remained within compliance window; Deren, appointed in 2025, will be subject to the same policy .
• Pledging/hedging: Directors and executive officers are prohibited from pledging Teleflex stock, buying on margin, short selling, or any hedging transactions (collars, swaps, etc.), reinforcing alignment .
• Clawback: NYSE-compliant incentive compensation clawback adopted Oct 2023; recovery of excess incentive comp for 3 years following required restatement .

Employment Terms

• Severance: Teleflex maintains severance agreements for executive officers, with salary continuation (e.g., 24 months for CEO/CFO Powell, 9–12 months for other executives) plus pro‑rated bonus and continued benefits. Deren’s specific severance terms were not disclosed in available filings .
• Change of Control (CoC): Executive CoC agreements provide salary continuation (e.g., 3 years CEO; 2 years CFO Powell; 18 months others), multiples of target bonus (e.g., 3× CEO; 2× CFO; 1.5× others), pro‑rated bonus, and continued health coverage; no excise tax gross‑ups. Deren’s specific CoC terms are not disclosed in available filings .
• Policies: Equity grant practices avoid granting on material nonpublic information; options priced at grant-date close; off-cycle non-exec grants governed by delegation and guidelines .

Track Record, Value Creation & Execution Risk

• 2024 delivered adjusted EPS growth to $14.01 (+3.6% YoY) and adjusted operating margin to 27.1% (+60 bps), while GAAP results reflected a $240m non-cash goodwill impairment in Interventional Urology; cash from operations reached $638m .
• In 2025, Teleflex initiated an ASR for $300m and amended its credit agreement to fund the Biotronik Vascular Intervention acquisition (~€760m), actions indicating active capital return and portfolio optimization under finance leadership .
• Q3 2025 performance: 19.4% GAAP revenue growth; 15.3% adjusted constant currency growth; adjusted EPS $3.67; margin compression driven by FX, tariffs, and acquisition-related costs; guidance reaffirmed .
• Strategic initiatives: Separation into RemainCo/NewCo targeted mid‑2026 to enhance focus and margin profile; finance supporting tax rulings, Form‑10, and capital structure .

Compensation Structure Analysis

• Strong pay-for-performance: High variable mix with annual metrics tied to revenue, EPS, and cash flow, and PSUs linked to revenue/EPS growth plus RTSR—aligning executive pay with both absolute and relative value creation .
• Equity mix shift: RSU vesting moved from 3-year cliff to 4-year ratable for grants after Jan 1, 2025—supporting sustained retention while maintaining performance emphasis via PSUs .
• Governance protections: No option repricing without shareholder approval; prohibition of hedging/pledging; clawback policy in place; high say‑on‑pay approval (93.7% in 2024), reducing governance red flags .
• Disclosure gap: Deren’s CFO-specific salary, target bonus, initial equity grant, and severance/CoC terms were not disclosed in available filings, limiting precise pay benchmarking for 2025.

Risk Indicators & Red Flags

• IU goodwill impairment and competitive/reimbursement pressure (2024) present execution risk in NewCo’s Urology portfolio .
• FX, tariffs, and acquisition integration pressure margins near term; finance organization flagged these as drivers in Q3 2025 .
• No tax gross-ups in CoC; no hedging/pledging; clawback adopted—mitigates several governance red flags .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval ~93.7% of votes cast, indicating strong investor support for program design and outcomes .

Investment Implications

• Alignment: Robust performance-linked incentives (annual and PSU metrics) and strict ownership/hedging policies support long-term alignment; the shift to 4-year RSU vesting may further stabilize retention .
• Retention risk: Internal promotion to CFO (deep Teleflex tenure) and broad finance oversight reduce transition risk; absence of disclosed CFO-specific severance terms is a disclosure gap rather than a structural concern .
• Trading signals: The $300m ASR (Q1 2025) and financing actions for Biotronik VI signal capital return and portfolio expansion; watch integration costs and FX/tariff headwinds for margin trajectory and PSU vesting outcomes .
• Execution watchpoints: Monitor progress on RemainCo/NewCo separation, BIOMAG‑II clinical timeline, and operating leverage recovery to sustain adjusted EPS growth within guidance ranges .

Note: Company-level compensation design and outcomes are disclosed comprehensively; Deren’s individual CFO compensation package (base, bonus targets, equity grants, severance/CoC specifics) is not disclosed in available filings and therefore omitted.

Citations

• Appointment and background:
• CFO certifications/signatures and role:
• Annual incentive metrics, weights, adjustments:
• LTI mix and vesting; RTSR design:
• Ownership guidelines; clawback; hedging/pledging:
• Severance/CoC frameworks (company):
• 2024 performance, margins, adjusted EPS:
• Cash from operations 2024:
• IU impairment commentary:
• ASR transaction:
• Credit agreement amendment financing acquisition:
• Q3 2025 performance & guidance:
• Separation strategy, timelines:
• Say-on-pay approval: