TELEFLEX INCTFX
TELEFLEX INC Stock Compensation Disclosure
Stock compensation plans
In May 2023, our stockholders approved the Teleflex Incorporated 2023 Stock Incentive Plan (the "Plan”), The Plan provides for several different kinds of awards, including stock options, stock appreciation rights, stock awards, stock unit awards and other stock-based awards to directors, officers and key employees. Under the Plan, the Company is authorized to issue up to 4.3 million shares of common stock, subject to adjustment in accordance with special share counting rules in the Plan. Options granted under the Plan have an exercise price equal to the closing price of the Company's common stock on the date of the grant. In 2025, we granted incentive and non-qualified options to purchase 218,937 shares of common stock and granted restricted stock units representing 165,290 shares of common stock under the Plan.
Under our equity incentive program, we issue performance share units ("PSUs") designed to further incentivize our senior management with respect to the achievement of our long term financial objectives. The PSU component of the equity incentive program is designed to provide shares of our common stock to the holder based upon our achievement of certain financial performance criteria during a designated performance period of three years. The number of shares to be awarded under the PSUs granted are subject to modification based upon our total stockholder return relative to a designated group of public companies. Assuming target performance is achieved, a total of 59,904 shares of common stock would be issuable in respect of the PSUs granted and a maximum of 148,807 shares would be issuable in respect of such PSUs upon achievement of maximum performance levels. The following table summarizes the share-based compensation activity:
| 2025 | 2024 | 2023 | |||||||||||||||
| Share-based compensation expense | $ | 25,695 | $ | 25,960 | $ | 27,301 | |||||||||||
| Total income tax benefit recognized for share-based compensation arrangements | 2,153 | 4,387 | 7,026 | ||||||||||||||
Net excess tax (deficiency) benefit | (2,876) | (1,319) | 1,460 | ||||||||||||||
The unrecognized compensation expense for all awards granted in 2025 as of the grant date was $32.2 million, which will be recognized over the vesting period of the awards. As of December 31, 2025, 3,234,903 shares were available for future grants under the Plan.
Option Awards
The fair value of options granted in 2025, 2024 and 2023 was estimated at the date of grant using a Black-Scholes option pricing model. The following weighted-average assumptions were used:
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free interest rate | 3.98 | % | 4.28 | % | 4.13 | % | |||||||||||
Expected life of options | 5.15 years | 5.11 years | 5.07 years | ||||||||||||||
| Expected dividend yield | 1.04 | % | 0.60 | % | 0.57 | % | |||||||||||
| Expected volatility | 30.74 | % | 30.00 | % | 31.42 | % | |||||||||||
The following table summarizes the option activity during 2025:
| Shares Subject to Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life In Years | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, beginning of the year | 1,393,754 | $ | 239.43 | ||||||||||||||||||||
| Granted | 218,937 | 130.33 | |||||||||||||||||||||
| Exercised | (133,618) | 121.19 | |||||||||||||||||||||
| Forfeited or expired | (222,633) | 191.51 | |||||||||||||||||||||
| Outstanding, end of the year | 1,256,440 | 241.49 | 5.3 | $ | — | ||||||||||||||||||
| Exercisable, end of the year | 895,412 | $ | 269.18 | 3.9 | $ | — | |||||||||||||||||
The weighted average grant date fair value for options granted during 2025, 2024 and 2023 was $39.42, $70.28 and $76.46, respectively. The total intrinsic value of options exercised during 2025, 2024 and 2023 was $6.8 million, $4.7 million and $13.5 million, respectively.
We recorded $10.0 million of expense related to options during 2025, which is included in cost of goods sold, research and development expenses or selling, general and administrative expenses. As of December 31, 2025, the unamortized share-based compensation cost related to non-vested stock options, net of expected forfeitures, was $8.6 million, which is expected to be recognized over a weighted-average period of 1.5 years. Authorized but unissued shares of our common stock are issued upon the exercise of options.
Stock Awards
The fair value of PSUs granted was determined using a Monte Carlo simulation valuation model. The grant date fair value for the 2025 PSU awards was $77.22. The fair value for restricted stock units approximates the closing market price of Teleflex’s common stock on the grant date, adjusted for units that are ineligible for the accrual of dividend equivalents.
The following table summarizes the non-vested restricted stock unit activity during 2025:
Number of Non-Vested Shares | Weighted Average Grant-Date Fair Value | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, beginning of the year | 228,324 | $ | 248.79 | ||||||||||||||||||||
| Granted | 165,290 | 130.39 | |||||||||||||||||||||
| Vested | (60,446) | 307.02 | |||||||||||||||||||||
| Forfeited | (23,508) | 199.64 | |||||||||||||||||||||
| Outstanding, end of the year | 309,660 | $ | 177.89 | 1.2 | $ | 37,791 | |||||||||||||||||
We issued 165,290, 108,777 and 98,201 of non-vested restricted stock units in 2025, 2024 and 2023, respectively, the majority of which provide for vesting as to all underlying shares on the third anniversary of the grant date. The weighted average grant-date fair value for non-vested restricted stock units granted during 2025, 2024 and 2023 was $130.39, $220.18 and $235.14, respectively.
We recorded $13.1 million of expense related to stock awards during 2025, which is included in cost of goods sold, research and development expenses or selling, general and administrative expenses. As of December 31, 2025, the unamortized share-based compensation cost related to non-vested restricted stock units, net of estimated forfeitures, was $16.2 million, which is expected to be recognized over a weighted-average period of 1.9 years. We use treasury stock to provide shares of common stock in connection with the vesting of the stock awards.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 25, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.