Liam Kelly
TELEFLEXAbout Liam J. Kelly
Liam J. Kelly, 58, is Chairman, President and Chief Executive Officer of Teleflex (TFX). He has served as CEO since January 2018, joined the Board in 2018, and became Chairman in May 2020, with prior senior roles across Teleflex’s global businesses and earlier leadership at Hill‑Rom Holdings . 2024 company performance highlights under his tenure included $638 million in net cash provided by operating activities, a $500 million share repurchase authorization (with a $200 million ASR), and integration of Palette Life Sciences, alongside a rapid ramp of intra‑aortic balloon production to capture demand . Pay‑versus‑performance disclosures show 2024 constant‑currency revenue of $3,073.3 million and GAAP net income of $70.162 million, and a TSR value of $48.48 for a $100 initial investment over the SEC’s measurement window ending 2024 .
2024 Performance Snapshot
| Metric | 2024 Result |
|---|---|
| Net cash provided by operating activities | $638 million |
| Capital return | $500 million buyback authorization; $200 million ASR launched Aug-2024 |
| Constant-currency revenue | $3,073.3 million |
| Net income (GAAP) | $70.162 million |
| TSR index value (SEC PVP table, base=100) | 48.48 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Teleflex | Chairman of the Board | May 2020–present | Combined Board leadership with CEO role to align strategy and execution |
| Teleflex | President & CEO | Jan 2018–present | Oversight of portfolio, M&A integration, capital allocation |
| Teleflex | President & COO | May 2016–Dec 2017 | Global operations leadership |
| Teleflex | EVP & COO | Apr 2015–Apr 2016 | Enterprise operations |
| Teleflex | EVP & President, Americas | Apr 2014–Apr 2015 | Regional growth |
| Teleflex | EVP & President, International | Jun 2012–Apr 2014 | International expansion |
| Teleflex | President, EMEA | Jun 2011–Jun 2012 | EMEA leadership |
| Teleflex | EVP, EMEA | Nov 2009–Jun 2011 | EMEA operations |
| Teleflex | VP Marketing, EMEA | Apr 2009–Nov 2009 | Commercial strategy |
| Hill‑Rom Holdings | Various senior roles; VP Int’l Marketing & R&D | Oct 2002–Apr 2009; VP Aug 2006–Feb 2009 | Global product/marketing leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Teleflex Board | Director | 2018–present | Chairman since May 2020 |
| Enovis Corporation | Director | Current | Public company directorship |
Fixed Compensation
| Year | Base salary | Target bonus % of salary | Target bonus ($) | Actual 2024 annual incentive payout (cash) |
|---|---|---|---|---|
| 2024 | $1,106,950 | 125% | $1,383,688 | $1,583,713 (includes financial and individual components) |
| 2023 | $1,060,150 | — | — | $1,260,621 total of non‑equity + individual (see SCT columns) |
| 2022 | $1,023,077 | — | — | $667,711 total of non‑equity + individual (see SCT columns) |
Notes:
- 2024 base salary increased ~4.6% vs 2023 .
- Personal benefits include aircraft personal use (up to 50 hours; company incremental cost cap $190,000; no tax gross‑ups), auto allowance, financial planning, life insurance, and executive physicals .
Performance Compensation
2024 Annual Incentive Design and Outcomes
| Metric | Weight | Target | Min for 25% payout | Max for 200% payout | Actual performance | Payout factor | Payout ($) |
|---|---|---|---|---|---|---|---|
| Corporate Revenue (cc) | 40% | $3,108.6m | 96.0% ($2,973.5m) | 104.0% ($3,232.4m) | $3,703m | 80.4% | $444,728 |
| Adjusted EPS | 35% | $13.86 | 88.0% ($12.20) | 108.0% ($14.97) | $14.09 | 120.9% | $585,427 |
| Cash Flow from Operations | 15% | $519.4m | 76.0% ($394.7m) | 116.0% ($602.5m) | $604.8m | 200.0% | $415,189 |
| Individual Objectives | 10% | — | — | — | Met | 100.0% | $138,369 |
| Total | 100% | — | — | — | — | — | $1,583,713 |
- Financial measure adjustments and rationale are detailed in the proxy (e.g., FX neutralization; Italian payback; EPS and cash flow adjustment framework) .
Long‑Term Equity Incentives (Grant Year 2024)
| Instrument | Grant date | Quantity/Strike | Fair value | Vesting |
|---|---|---|---|---|
| Stock Options | 2/27/2024 | 48,094 @ $226.04 | $3,411,307 (ASC 718) | 1/3 each year over 3 years |
| RSUs | 2/27/2024 | 6,858 units | $1,523,916 (ASC 718) | Cliff vest on 3rd anniversary (pre‑2025 grants) |
| PSUs (target) | 2/27/2024 | 5,509 units | $1,220,299 (target, ASC 718) | Cliff vest on 3rd anniversary; payout 0–200% with RTSR modifier |
PSU framework:
- 60% weight on constant‑currency revenue growth (annual; pro‑forma M&A treatment) .
- 40% weight on adjusted EPS growth (annual; pro‑forma M&A treatment) .
- RTSR modifier vs a 28‑company Health Care Equipment & Supplies peer set adjusts PSU outcome −25% to +25% based on percentile ranking .
Program structure:
- 2024 target total equity opportunity for CEO: $6,700,000 (55% options, 25% RSUs, 20% PSUs) .
- Equity grant timing policy and pricing practices detailed; CEO has delegated authority only for non‑executive equity grants under specified limits .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 306,920 shares, including 274,102 options, 4,766 RSUs, and 19,317 shares held via trust |
| Ownership as % of outstanding | <1% (starred in table) |
| 2024 equity vesting/option exercise | 5,550 shares vested; 0 options exercised |
| Stock ownership guidelines | CEO 5x base salary; others 2x; five‑year compliance window |
| Compliance status | As of 12/31/2024, NEOs had satisfied the applicable level or had time remaining |
| Pledging/hedging | Prohibited (no margin, no pledging, no derivatives, no short sales) |
Vesting cadence and potential trading pressure:
- Options vest ratably over 3 years; RSUs and PSUs (2024 grants) cliff vest on 3‑year anniversary, creating identifiable vesting dates that can correlate with Form 4 sell‑to‑cover activity .
- Form 4 transaction‑level analysis over the last 12–24 months is not available in these materials; 2024 vesting and exercise data are as disclosed above . For a full insider‑selling assessment, recent Form 4s would be required.
Employment Terms
| Scenario | Cash severance | Bonus treatment | Benefits & other | Illustrative total (12/31/2024 assumption) |
|---|---|---|---|---|
| Termination without cause / Good reason (non‑CIC) | 24 months base salary | Pro‑rated annual incentive (target for individual component) | Health/life/accident for 24 months; auto allowance during severance period; up to $20,000 outplacement | $3,957,313 |
| Change in control + qualifying termination (double‑trigger; 2‑year protection) | 3 years base salary; annual cash payments keyed to target bonus (3x target construct) | Target bonus for stub and following periods per agreement | Equity vests at target; health insurance continued; auto allowance; DCP make‑whole; $20,000 outplacement | $15,440,893 |
Other terms:
- Change‑in‑control agreements auto‑renew annually; no excise tax gross‑ups .
- Clawback policy compliant with Dodd‑Frank/NYSE (recoupment for material restatements; three‑year lookback) .
Board Governance
- Board roles: Director since 2018; Chairman since May 2020; CEO since Jan 2018 .
- Committee separation: Kelly is not a member of principal Board committees; a Lead Independent Director (Dr. Stephen Klasko) coordinates executive sessions of independent directors and engages on CEO evaluation and agenda setting, mitigating CEO/Chair dual‑role concerns .
- CEO as sole member of Non‑Executive Equity Awards Committee with limited authority to grant equity to non‑executives under Compensation Committee guidelines .
- Board independence: All other directors are independent under NYSE standards; committee members meet enhanced independence rules .
- Board activity: 6 meetings in 2024; all directors met ≥75% attendance; all directors attended the 2024 annual meeting .
Compensation Peer Group and Benchmarking
- Target positioning: Target total direct compensation set within a competitive range of median of peer and survey data, with individual adjustments as needed .
- Executive Compensation Peer Group (2024): Align Technology; The Cooper Companies; DENTSPLY SIRONA; DexCom; Edwards Lifesciences; Hologic; ICU Medical; Integra LifeSciences; Intuitive Surgical; LivaNova; Masimo; NuVasive; ResMed; STERIS (and others as listed) .
- Compensation consultant: FW Cook, independent .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 93.7% approval; Board maintained program based on strong support .
Compensation Structure Analysis
- Pay‑for‑performance: Significant at‑risk pay via annual and long‑term incentives; option‑heavy LTI (55%) aligns outcomes to stock appreciation; no option repricing without shareholder approval .
- Metric rigor and balance: Annual plan weighted to revenue (40%), adjusted EPS (35%), and operating cash flow (15%), plus 10% individual; PSUs emphasize multi‑year growth with RTSR modifier .
- Governance safeguards: Clawback policy; prohibitions on hedging/pledging; no excise tax gross‑ups; independent Compensation Committee with external advisor .
Director/Board Service Note for Dual Role
- Kelly’s dual role (CEO and Chairman) is offset by a robust Lead Independent Director mandate (executive sessions, agenda co‑setting, CEO evaluation input) and full independence of principal committees, addressing typical independence concerns associated with CEO/Chair combinations .
Investment Implications
- Alignment and incentives: High equity mix (options/PSUs) and stringent ownership guidelines (5x salary) support alignment; prohibitions on hedging/pledging reduce misalignment risk .
- Retention and continuity: Strong severance and CIC protections, along with multi‑year vesting and PSU design, reduce retention risk for the CEO during strategic transitions .
- Trading signals: Expect recurring vesting‑related activity (RSU/PSU cliffs at 3 years; option tranches annually) around grant anniversaries; 2024 saw 5,550 shares vest and no option exercises by Kelly—monitor future Form 4s near vesting windows for sell‑to‑cover dynamics .
- Performance lens: 2024 constant‑currency revenue and cash generation were solid with accelerated buybacks and M&A integration, though multi‑year TSR (SEC window) lagged, reinforcing the importance of execution on growth and margin expansion embedded in incentive metrics .