Stephen Klasko
TELEFLEXAbout Stephen Klasko
Stephen K. Klasko, M.D., age 71, has served on Teleflex’s Board since 2008 and currently acts as Lead Director and chair of the Nominating and Governance Committee. A physician-executive, he previously led major academic and health systems, bringing deep healthcare operations and IT/security oversight perspectives to Teleflex’s governance. He retired as President of Thomas Jefferson University and CEO of Jefferson Health in December 2021, after earlier deanships at USF and Drexel University’s medical schools .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas Jefferson University / Jefferson Health | President (TJU); CEO (Jefferson Health); Special Advisor post-retirement | Retired Dec 2021; advisor until Jun 2022 | Senior leadership of large healthcare systems; insights on information technology and security matters |
| University of South Florida (USF) | Dean, College of Medicine; VP USF Health; CEO USF Health | Dean 2004–2013; VP 2004–2009; CEO 2009–2013 | Healthcare administration and multi-school oversight (medicine, nursing, public health) |
| Drexel University College of Medicine | Dean | 2000–2004 | Academic leadership and physician-training governance |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy biography; other directors list current boards when applicable, but Dr. Klasko’s profile lists none |
| Private/non-profit/academic | Prior leadership roles at Thomas Jefferson University/Jefferson Health; earlier academic deanships (USF, Drexel) |
Board Governance
- Independent director; Board determined Dr. Klasko meets NYSE independence standards; all committee members (including Nominating & Governance) are independent .
- Lead Director with robust authorities: presides over executive sessions, co-develops Board agendas, interviews Board candidates, interfaces with shareholders on behalf of independent directors .
- Committee roles: Chair, Nominating & Governance Committee; members include Klasko, Randle, Patil; committee met 4 times in 2024 .
- Board activity/attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance features: Declassified Board (annual elections), majority voting standard with resignation policy, proxy access (3%/3 years; up to 2 directors or 20%), clawback policy compliant with Rule 10D-1/NYSE, hedging/pledging prohibitions .
Fixed Compensation
| Component (2024 program) | Amount |
|---|---|
| Annual cash retainer (non-management directors) | $67,000 |
| Committee chair retainers | Audit $22,500; Compensation $17,500; Nominating & Governance $14,000 |
| Meeting fees | Board in-person $2,000; Board by phone $1,000; Committee $1,000 |
| Lead Director additional annual RSUs | $40,000 |
| Dr. Klasko 2024 fees earned or paid in cash | $98,000 |
Notes:
- Dr. Klasko elected to defer $67,000 of his cash fees to the Deferred Compensation Plan in 2024 (alignment signal) .
- Stock ownership guidelines require 5× cash retainer; as of Dec 31, 2024, all non-management directors except Patil/Ryu met requirements—implies Dr. Klasko is compliant .
Performance Compensation
| Equity Award (May 2024) | Grant detail | Vesting | Grant-date fair value |
|---|---|---|---|
| RSUs (annual grant) | 649 units | 1 year after grant; settled in stock | $200.48 per unit |
| RSUs (Lead Director add’l) | 189 units | 1 year after grant; settled in stock | $200.48 per unit |
| Stock options (annual) | 1,349 shares | 1 year after grant | $63.33 per underlying share |
| 2024 stock awards reported | $168,002 (RSUs total value) | N/A | N/A |
| 2024 option awards reported | $85,432 (options total value) | N/A | N/A |
Additional alignment:
- Dr. Klasko deferred receipt of 100% of the common stock underlying his 2024 RSUs into the Deferred Compensation Plan (long-term orientation) .
- In 2023, he also deferred 100% of RSUs and $66,333 of cash fees .
Other Directorships & Interlocks
| Area | Disclosed status |
|---|---|
| Other public company directorships | None disclosed in proxy |
| Shared directorships with customers/suppliers | None noted; Board independence determinations found no impairing relationships for committee members; no specific related-party ties disclosed for Dr. Klasko |
Expertise & Qualifications
- Physician-executive bringing clinical insight to product application/marketing and global healthcare trends; adds IT/security oversight experience from senior management in large health systems .
- Long-tenured governance leader at Teleflex (since 2008), now Lead Director guiding Board effectiveness and independent oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Feb 1, 2025) | 20,076 shares; includes 7,880 held via the Stephen K. Klasko Revocable Trust and 12,196 shares underlying options |
| Ownership as % of shares outstanding | <1% |
| Ownership guideline compliance | Compliant as of Dec 31, 2024 (5× retainer) |
| Pledging/Hedging | Company policy prohibits pledging and hedging by directors |
Governance Assessment
- Board effectiveness: As Lead Director and Nominating & Governance chair, Klasko shapes agendas, executive sessions, and director nominations—enhancing independent oversight and Board succession planning .
- Independence and attendance: Independent under NYSE standards; at least 75% attendance; present at 2024 annual meeting—supports engagement and reliability .
- Alignment: Deferrals of cash fees and RSUs, adherence to 5× ownership guideline, and equity-heavy comp (RSUs/options) indicate strong shareholder alignment .
- Compensation mix/trend: 2024 total director comp of $351,434 vs. $350,299 in 2023 (cash fees rose; RSU/option values modestly lower)—stable, equity-oriented structure with specific Lead Director RSU increment .
- Conflicts/related-party: No related-party transactions disclosed involving Dr. Klasko; company maintains a robust Related Person Transactions policy overseen by the Audit Committee .
- Say-on-Pay context: Although for executives, 2024 say-on-pay support was ~93.7%, signaling overall investor confidence in compensation governance .
RED FLAGS: None observed in disclosures—no pledging/hedging, no related-party exposures for Klasko, strong independence and engagement .