John Heinmiller

About John C. Heinmiller

Independent director at Teleflex since 2019; age 70. Former Executive Vice President and, earlier, CFO of St. Jude Medical with a 19-year tenure, and prior senior roles and board service at Daig Corporation and LifeCore Biomedical (medical devices/biotech). Currently serves on Teleflex’s Audit Committee and has been designated by the Board as an “audit committee financial expert.” The Board has determined he is independent under NYSE standards.

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE rules; Board also affirmed independence for all committee members (Audit, Compensation, Nominating/Governance) .
• Committee assignment: Audit Committee member; all Audit members are “audit committee financial experts” per SEC regulations .
• Meeting activity (2024): Board met 6 times; Audit Committee met 7 times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• 2025 election support: Votes For 28,666,248; Against 10,852,284; Abstain 90,748 (broker non-votes 1,581,320) (Item 5.07).

Fixed Compensation (Director)

Program terms (2024):

• Standard cash retainer $67,000; Chair premia: Audit $22,500; Compensation $17,500; Nominating/Governance $14,000. Meeting fees: Board in-person $2,000; Board telephonic $1,000; Committee $1,000 .
• All non-management directors receive annual equity: RSUs ($137,000 target) and options ($90,000 target) with 1-year vesting; Lead Director receives an additional $40,000 in RSUs .

Performance Compensation (Director)

• Directors do not receive performance-conditioned equity; RSUs and options are time-vested (1 year for 2024 grants) .
• Metrics table: Not applicable for non-employee directors (no TSR/revenue/EPS conditions disclosed for director equity) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and medical device operating expertise from long tenure as EVP/CFO at St. Jude Medical; broad finance and M&A experience .
• Audit Committee financial expert designation by the Board (SEC definition) .

Equity Ownership

Governance Assessment

• Strengths: Independent status with Board review of a potential related-party context; determination that Teleflex sales to a hospital system where he serves as a director were de minimis and he had no involvement, preserving independence . Audit Committee service with “financial expert” designation bolsters oversight of reporting, controls, and cybersecurity risk; Audit met 7 times in 2024; each director met at least 75% attendance . Ownership alignment supported by robust director ownership guidelines that Heinmiller meets (not an exception) and time-vested equity grants .
• Potential risk indicators: External hospital system directorship requires ongoing monitoring of Teleflex commercial interactions with that system (Board currently deems de minimis/no impairment) .
• Shareholder sentiment signals: 2025 director election results show substantial, though not unanimous, support (For 28.666M; Against 10.852M; Abstain 90.7k) . Teleflex’s 2024 Say‑on‑Pay support was ~93.7%, indicating broad investor confidence in compensation oversight .
• Director pay structure: Balanced cash/equity mix with modest meeting fees and 1‑year vesting on RSUs/options; no director-specific performance metrics, which limits pay-for-performance linkage but is standard for non-employee directors .

Overall, Heinmiller brings deep medtech finance expertise and audit oversight capacity; independence and attendance standards are met; the hospital system board role is disclosed and monitored with de minimis transactions, limiting conflict risk as currently assessed .

Appendices

2024 Non-Employee Director Compensation Program (for context)

Committee Meetings (2024)