Stuart Randle
TELEFLEXAbout Stuart A. Randle
Independent director since 2009; age 65. Currently chairs the Compensation Committee and serves on the Nominating & Governance Committee. Former CEO across multiple medical device companies (Ivenix, GI Dynamics, Optobionics) with prior senior roles at Allegiance Healthcare and Baxter, bringing deep med-tech operating expertise to Teleflex’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ivenix, Inc. | Chief Executive Officer | Served for three years; retired Dec 2018 | Led infusion delivery systems company; operating leadership |
| GI Dynamics, Inc. | President & Chief Executive Officer | 10 years; retired Sep 2014 | Long-tenured med-tech CEO; strategic and operational oversight |
| Optobionics Corporation | Interim Chief Executive Officer | 2003–2004 | Transition leadership in med devices |
| Advanced Technology Ventures | Entrepreneur in Residence | 2002–2003 | Venture perspective across healthcare/IT |
| Act Medical, Inc. | President & Chief Executive Officer | 1998–2001 | Med device CEO experience |
| Allegiance Healthcare Corp.; Baxter International Inc. | Senior management positions | Pre-1998 | Large-cap healthcare operations background |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Beacon Roofing Supply, Inc. | Director | Current |
Board Governance
- Independence: Board affirmatively determined Randle is independent under NYSE standards; all members of the Compensation and Nominating & Governance Committees are independent .
- Committees: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Lead Independent Director and executive sessions: Independent Lead Director presides; executive sessions at each regular Board meeting; Lead Director has robust duties in agenda-setting, CEO performance feedback, and investor communication .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $67,000 | All non-management directors |
| Compensation Committee Chair Cash Retainer | $17,500 | Chair premium |
| Meeting Fees – Board (in person / phone) | $2,000 / $1,000 per meeting | Applies to Board meetings |
| Meeting Fees – Committees | $1,000 per meeting | Applies to committee meetings |
| Randle – Fees Earned/Paid in Cash (2024) | $107,500 | Includes chair retainer and meeting fees |
Performance Compensation
| Equity Element | Grant Detail | Vesting | Valuation |
|---|---|---|---|
| RSUs (annual) | 649 units | One year after grant | $200.48 grant-date FV per unit; same for all non-management directors |
| Stock Options (annual) | 1,349 options | One year after grant | $63.33 grant-date FV per underlying share; same for all non-management directors |
| Randle – Stock Awards (2024) | $130,112 | Aggregate grant-date FV of RSUs | |
| Randle – Option Awards (2024) | $85,432 | Aggregate grant-date FV of options |
Performance metrics overseen by the Compensation Committee (executive annual incentive program):
| Metric | Weight | Target | Threshold | Maximum | Actual |
|---|---|---|---|---|---|
| Corporate Revenue (constant currency) | 40% | $3,108.6 mm | 96.0% ($2,973.5 mm) | 104.0% ($3,232.4 mm) | $3,703 mm |
| Adjusted EPS | 35% | $13.86 | 88.0% ($12.20) | 108.0% ($14.97) | $14.09 |
| Cash Flow from Operations (adjusted) | 15% | $519.4 mm | 76.0% ($394.7 mm) | 116.0% ($602.5 mm) | $604.8 mm |
Additional pay-governance features overseen by the Committee:
- Independent compensation adviser (FW Cook); conflicts evaluated and none identified .
- Clawback policy compliant with Dodd-Frank/NYSE Rule 303A.14, covering incentive-based compensation on restatements within prior three years .
- Say-on-Pay approval in 2024: ~93.7% support, signaling investor confidence in pay design .
Other Directorships & Interlocks
| Company | Sector Link to Teleflex | Role | Noted Interlocks/Conflicts |
|---|---|---|---|
| Beacon Roofing Supply, Inc. | Building materials; no disclosed customer/supplier tie to Teleflex | Director | None disclosed in proxy; Board independence affirmed |
Expertise & Qualifications
- Med-tech CEO/operating expertise across infusion systems and metabolic devices; venture and growth experience; prior large-cap healthcare roles, adding technical and operational credibility to compensation and governance oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components/Notes |
|---|---|---|---|
| Stuart A. Randle | 17,692 | <1% | Includes 9,522 shares underlying stock options; RSUs not listed for vesting within 60 days |
| Director Ownership Guidelines | Requirement: 5x annual cash retainer ($335,000) | Status: Met | Shares owned plus RSUs count toward compliance; options excluded |
Governance Assessment
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Strengths:
- Independent director chairing Compensation Committee; committee fully independent; uses independent consultant and robust clawback, ownership, and hedging/pledging prohibitions .
- Strong investor support for executive pay (93.7% Say-on-Pay 2024), validating committee oversight under Randle .
- Attendance and engagement adequate; Board and committees active (6 Board meetings; Compensation met 6 times; N&G met 4 times) .
- Director equity aligns incentives (annual RSUs and options; ownership guideline met) .
-
Potential Risks/RED FLAGS:
- None disclosed for related-party transactions, pledging/hedging, or compensation consultant conflicts involving Randle; independence affirmed .
- Beacon Roofing board seat appears non-overlapping with Teleflex’s customers/suppliers; no interlocks disclosed; continue monitoring for any evolving ties .
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Implications for investors:
- Randle’s med-tech background and long Teleflex tenure support informed oversight of complex incentive structures (revenue/EPS/cash flow and PSUs/RTSR modifiers), with strong shareholder validation; low conflict signals bolster governance quality and investor confidence .