Teva Pharmaceutical Industries Ltd DEF 14A, filed Mar 31, 2026

Teva Pharmaceutical Industries Ltd (TEVA)

DEF 14A 2026-03-31 For: 2026-05-28

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Added on June 12, 2026

About this DEF 14A

Teva Pharmaceutical Industries Ltd filed this DEF 14A on March 31, 2026.

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☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



2026 Proxy Summary			1

Proposal 1: Director Election			11

Directors			13

Director Being Considered for Re-Election at the Annual Meeting			14

Continuing Directors			14

Corporate Governance and Director Compensation			19

Board Composition and Skills			19

Board Practices			20

Board of Directors Role in Risk Oversight			21

Cybersecurity Risk Management			23

Non-Employee Director Compensation			24

Director Stock Ownership Guidelines			25

2025 Director Compensation			25

Committees of the Board			26

Shareholder Engagement			31

Human Capital Management			32

Sustainability at Teva			34

Executive Officers			37



Executive Compensation			41

HR and Compensation Committee Interlocks and Insider Participation			87

Proposal 2: Advisory Vote on Compensation of Named Executive Officers			88

Proposal 3: Appointment of Independent Registered Public Accounting Firm			89

Presentation of 2025 Financial Statements			91

Security Ownership			92

Securities Authorized for Issuance Under Equity Compensation Plans			93

Related Party Transactions			94

Shareholder Proposals for the 2026 Annual Meeting and the 2027 Annual Meeting			96

Incorporation by Reference			97

Householding of Proxy Materials			97

Questions and Answers About the Annual Meeting			98

Appendix A			104



Items of Business		Board recommendation		Page reference

1	To appoint Dr. Sol J. Barer to serve as a director until Teva’s 2029 annual meeting of shareholders.		FOR	11

2	To approve, on a non-binding advisory basis, the compensation for Teva’s named executive officers (NEOs).		FOR	88

3	To appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva’s independent registered public accounting firm until Teva’s 2027 annual meeting of shareholders.		FOR	89


				Full Board Full Board focuses on oversight of our strategy, capital deployment, and enterprise risk management program to understand and assess Company risks Risk oversight responsibilities are shared between the full Board and its committees, with each committee monitoring risks relevant in its areas of expertise. The Board reviews risk management for our operations and business strategy, and Board committees review and update the Board on risks in their areas of expertise
				The Audit Committee The Audit Committee assists the Board with oversight of our financial reporting, independent auditors, internal controls, internal audit function, enterprise risk assessment and risk management; as well as cybersecurity risks, processes and procedures and risks associated with AI				The Compliance Committee The Compliance Committee oversees our policies and practices for legal, regulatory and internal compliance (other than relating to financial reporting), sustainability strategy matters, and culture of integrity, and also reviews policies and practices that may have reputational impact, such as our AI governance policies
				The Finance and Investment Committee The Finance and Investment Committee oversees financial risk, including our investment guidelines, financings and foreign exchange and currency hedging, as well as financial risk of certain transactions				The Human Resources and Compensation Committee The Human Resources and Compensation Committee (the “HR and Compensation Committee”) oversees compensation, retention, succession and other human resources-related issues and risks
				The Science and Technology Committee The Science and Technology Committee oversees risks relating to our intellectual property, technology and research and development activities				The Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee oversees risks relating to governance policies and initiatives




What we do
Shareholder Engagement We reach out to shareholders to understand and address their perceptions and views regarding our executive compensation program. Shareholder-Approved Compensation Policy We comply with the provisions of our shareholder-approved Compensation Policy for our executive compensation program. Majority Variable Pay The majority of total target executive compensation is variable, at-risk, and performance-based. Balance Short- and Long-Term Compensation The allocation of incentives among the annual incentive plan and the long-term incentive plan does not over-emphasize short-term performance at the expense of achieving long-term goals. Multiple Performance Metrics in Incentive Programs We use multiple performance metrics in our incentive plans to capture our performance from different perspectives, providing a more complete picture. Equity for Long-Term Incentives We grant both PSUs that generally have a three-year performance period and RSUs that vest over four years to motivate long-term performance, align the interests of executive officers and shareholders and provide an incentive for retention. Independent Compensation Consultant Our HR and Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Committee decision-making.				Peer Data We review compensation benchmark data from peer companies whose industry, revenues, and global footprint share similarities with Teva. Stock Ownership Guidelines We maintain guidelines for executive officers and directors to maintain meaningful levels of stock ownership to align their interests with shareholders. Clawback We maintain robust clawback policies compliant with SEC and NYSE rules and Israeli law to recoup cash and equity-based incentives paid to executive officers based on erroneously prepared financial statements or other misconduct. Risk Assessment We conduct an annual risk assessment of our compensation program. Cap Bonus, Equity Grant Fair Values and PSU Payouts We cap annual cash incentive payouts, annual equity grant date fair values at target, and the number of PSUs that may be earned under an award, pursuant to the Compensation Policy. Double Trigger Change-in-Control Provisions If there is a change in control, outstanding equity awards will vest only if there is both a change-in-control and a termination of employment (a “double trigger”). A change-in-control alone will not trigger vesting.




What we don’t do
No Dividends on Unearned Awards Under our equity plan, we do not pay dividends or dividend equivalents on shares that a participant has not yet earned or that have not vested. No Hedging or Pledging of Company Securities We prohibit executive officers and non-employee directors from engaging in hedging, pledging and short sale transactions in Company securities. No Repricing of Underwater Stock Options Our equity plan does not permit the repricing of stock options where the strike price exceeds the then-current fair market value without shareholder approval.				No Excise Tax Gross-Ups We do not provide excise tax gross-ups in employment agreements. No Guaranteed Bonuses We do not provide guaranteed performance bonuses to our executive officers. No Backdating or Discounting Stock Options We do not backdate stock options or provide discounted stock options.


Chairman of the Board Independent Director Director Since: 2015 Age: 78 Committees: • None				Dr. Sol J. Barer
				Dr. Barer became Chairman of the Board of Directors in 2017, after joining Teva’s Board of Directors in January 2015. Dr. Barer is Managing Partner at SJ Barer Consulting. He also serves as an advisor to the Israel Biotech Fund. From 1987 to 2011, he served in top leadership roles at Celgene Corporation, including as Executive Chairman from 2010 to 2011, Chairman and CEO from 2007 to 2010, CEO from 2006 to 2010, President and Chief Operating Officer from 1994 to 2006 and President from 1993 to 1994. Prior to that, he was a founder of the biotechnology group at the chemical company Celanese Corporation, which was later spun off as Celgene. Dr. Barer is Founding Chair of the Center for Innovation and Discovery at the Hackensack Meridian Medical School. He received his Ph.D. in organic and physical chemistry from Rutgers University and his B.S. in chemistry from Brooklyn College of the City University of New York. Qualifications: With his long career as a senior pharmaceutical executive and leadership roles in various biopharmaceutical companies, Dr. Barer provides broad and experienced knowledge of complex global pharmaceutical business and industry and global regulatory regimes, as well as extensive scientific expertise.
				Past Public Boards: • Chairman, NexImmune, Inc. (2019–2024) • Lead Independent Director, Contrafect (2011–2023) • Cerecor, Inc. (formerly Aevi Genomic Medicine, Inc.) (2020–2021) • Chairman, Edge Therapeutics (2013–2019) • Aegerion Pharmaceuticals (2011–2016) • Amicus Therapeutics (2009–2017) • Chairman, InspireMD (2011–2017)


Director and President and Chief Executive Officer Director Since: 2023 Age: 57 Committees: • None				Richard D. Francis
				Mr. Francis became Teva’s President and Chief Executive Officer and a member of the Board of Directors in January 2023. Prior to joining Teva, from 2021 to 2022, Mr. Francis served as the Chief Executive Officer of Purespring Therapeutics, a pioneering gene therapy company focused on transforming the treatment of kidney diseases, and as the Chief Executive Officer of Forcefield Therapeutics, from 2021 to 2022, a pioneer of best-in-class therapeutics to protect heart function. He also served as an operating partner for Syncona Investment Management Limited from 2021 to 2023. From 2014 to 2019, Mr. Francis served as Chief Executive Officer of Sandoz and a member of the executive team of Novartis. Prior to his role at Sandoz, Mr. Francis was a senior executive at Biogen for 13 years, where he held a number of senior roles, including leading Biogen’s U.S. business. He holds a Bachelor of Arts in Economics from The Manchester Metropolitan University. Qualifications: With approximately three decades of leadership positions in various pharmaceutical companies and a proven track-record in the pharmaceutical, biotechnology and generics sectors, Mr. Francis provides an entrepreneurial, pragmatic and unique global perspective on the healthcare and pharmaceutical industries.
				Past Public Boards: • Mettler-Toledo International Inc. (2016–2025)


Independent Director Director Since: 2015 Term Ends: 2027 Age: 66 Committees: • Human Resources and Compensation (Chair) • Science and Technology	Rosemary A. Crane
	Ms. Crane joined the Board of Directors in 2015. Ms. Crane served as President and Chief Executive Officer of MELA Sciences, Inc. from 2013 to 2014. Ms. Crane was Head of Commercialization and a partner at Appletree Partners from 2011 to 2013. From 2008 to 2011, she served as President and Chief Executive Officer of Epocrates Inc. Ms. Crane served in various senior executive positions at Johnson & Johnson from 2002 to 2008, including as Group Chairman, OTC & Nutritional Group from 2006 to 2008, as Group Chairman, Consumer, Specialty Pharmaceuticals and Nutritionals from 2004 to 2006, and as Executive Vice President of Global Marketing for the Pharmaceutical Group from 2002 to 2004. Prior to that, she held various positions at Bristol-Myers Squibb for two decades, including as President of U.S. Primary Care from 2000 to 2002 and as President of Global Marketing and Consumer Products from 1998 to 2000. Ms. Crane received a B.A. in communications and English from the State University of New York and an M.B.A. from Kent State University. Qualifications: With over 30 years of experience in commercialization and business operations, primarily in the pharmaceutical and healthcare industries, and more than 25 years of therapeutic and consumer drug launch expertise, Ms. Crane provides broad experience and knowledge of the global pharmaceutical business and industry.
	Other Current Public Boards: • Certara, Inc. (2022–present)	Past Public Boards: • Tarsus Pharmaceuticals (2021–2025) • Catalent Pharma Solutions, Inc. (2018–2023) • Vice Chairman, Zealand Pharma A/S (2015–2019) • Edge Therapeutics (2017–2019)


Independent Director Director Since: 2009 Term Ends: 2028 Age: 70 Committees: • Corporate Governance and Nominating • Audit • Finance and Investment	Amir Elstein
	Mr. Elstein rejoined the Board of Directors in 2009. Mr. Elstein serves as Chairman or as a member of the board of directors of several academic, scientific, educational, social and cultural institutions. Previously, Mr. Elstein served as Chairman of the Board of Directors of Israel Corporation from 2010 to 2013 and as Chairman of the Board of Governors of the Jerusalem College of Engineering from 2009 to 2018. Prior to joining Teva as an executive in 2004, Mr. Elstein held a number of executive positions at Intel Corporation, most recently as General Manager of Intel Electronics Ltd., an Israeli subsidiary of Intel Corporation. Mr. Elstein received a B.Sc. in physics and mathematics from the Hebrew University in Jerusalem, an M.Sc. in solid state physics from the Hebrew University, and a diploma in senior business management from the Hebrew University. Qualifications: With many years in leadership, extensive roles in various international corporations, including his experience as chairman of international public companies and his service as an executive officer in global Israeli companies, Mr. Elstein provides the Board with global leadership, business management and pharmaceutical expertise.
	Other Current Public Boards: • Chairman, Tower Semiconductor Ltd. (2009–present)	Other Affiliations: • Chairman, Israel Democracy Institute (2012–present)


Independent Director Director Since: 2024 Term Ends: 2027 Age: 58 Committees: • Audit • Finance and Investment • Compliance				Chen Lichtenstein
				Mr. Lichtenstein joined the Board of Directors in 2024. From 2020 to 2023, he served as the Chief Financial Officer of Syngenta Group Ltd., with responsibility for the company’s strategy, integration and productivity. Prior to that, from 2014 to 2020, he served as the President and Chief Executive Officer of ADAMA Ltd. (formerly known as ‘Makhteshim Agan Industries Ltd.,’ now a member of Syngenta Group). From 2013 to 2014, Mr. Lichtenstein served as the President and Chief Executive Officer of China National Agrochemical Corporation (CNAC), ChemChina strategic business division, the parent company of Syngenta Group. From 2006 to 2013, he served as the Deputy Chief Executive Officer, Head of Global Operations, and held various other roles within Makhteshim Agan Industries Ltd. Previously, from 1999 to 2006, Mr. Lichtenstein held various executive roles at the Goldman Sachs Group Inc. New York and London offices, including as an Executive Director in the Investment Banking division. Mr. Lichtenstein holds a Ph.D. in Business Administration from the Graduate School of Business, and a J.S.D. from the School of Law at Stanford University, a B.Sc. in Physics from the Faculty of Mathematics and Natural Sciences, summa cum laude, and an LL.B. from the Faculty of Law, cum laude, at the Hebrew University of Jerusalem. Qualifications: With over 25 years of experience in executive leadership positions and a proven track record in strategic leadership and financial management of global public companies, Mr. Lichtenstein provides the Board with management and finance expertise, and global operations, transactions, integration and risk management experience with respect to large complex organizations.
				Other Affiliations: • Director, Israel Democracy Institute (2016–present) • Trustee, Tel Aviv University (2019–present)


Independent Director Director Since: 2015 Term Ends: 2027 Age: 79 Committees: • Audit (Chair) • Human Resources and Compensation • Finance and Investment				Gerald M. Lieberman
				Mr. Lieberman joined the Board of Directors in 2015. He is currently a special advisor at Reverence Capital Partners, a private investment firm focused on the middle-market financial services industry. From 2000 to 2009, Mr. Lieberman was an executive at AllianceBernstein L.P., where he served as President and Chief Operating Officer from 2004 to 2009, as Chief Operating Officer from 2003 to 2004 and as Executive Vice President, Finance and Operations from 2000 to 2003. From 1998 to 2000, he served as Senior Vice President, Finance and Administration at Sanford C. Bernstein & Co., Inc., until it was acquired by Alliance Capital in 2000, forming AllianceBernstein L.P. Prior to that, he served in various executive positions at Fidelity Investments and at Citicorp. Prior to joining Citicorp, he was a certified public accountant with Arthur Andersen. Mr. Lieberman received a B.S. Beta Gamma Sigma with honors in business from the University of Connecticut. Qualifications: With his many years of experience as an executive in leading financial services companies and capital markets, including his knowledge and experience in human capital development, succession planning and compensation, Mr. Lieberman provides finance, risk management, operating and human capital expertise for large, complex organizations.
				Past Public Boards: • Chairman, EnteraBio Ltd. (2018–2026) • Forest Laboratories, LLC (2011–2014) • Computershare Ltd. (2010–2012) • AllianceBernstein L.P. (2004–2009)


Independent Director Director Since: 2017 Term Ends: 2028 Age: 54 Committees: • Corporate Governance and Nominating (Chair) • Finance and Investment (Chair) • Audit				Roberto A. Mignone
				Mr. Mignone joined the Board of Directors in 2017. Mr. Mignone is the Founder and Managing Partner of Bridger Management LLC, an investment management firm founded in 2000 and specializing in long-term equity strategies. Since inception, Bridger Management has focused on the healthcare sector and has developed considerable research expertise in support of its investments. In addition to healthcare, Bridger Management invests in global consumer, technology and financial services companies. Prior to Bridger Management, Mr. Mignone co-founded and served as a partner of Blue Ridge Capital LLC from 1996 to 2000, an investment management firm specialized in health care, technology, media, telecommunications and financial services. Mr. Mignone serves as a co-Vice Chairman and member of the Finance Committee and Nominating Committee of the New York University Langone Medical Center. He received a Bachelor of Arts degree in Classics from Harvard College and an M.B.A. from Harvard Business School. Qualifications: With his long career as a global investment professional focused on healthcare, Mr. Mignone provides the Board with finance and management expertise with respect to large, complex pharmaceutical organizations.
				Other Current Public Boards: • Guardant Health Inc. (2024–present)


Independent Director Director Since: 2017 Term Ends: 2028 Age: 70 Committees: • Science and Technology (Chair) • Compliance • Human Resources and Compensation				Dr. Perry D. Nisen
				Dr. Nisen joined the Board of Directors in 2017. In July 2021, he became Chief Executive Officer of Quanta Therapeutics Inc., a privately held biotechnology company. In 2018, he joined Soffinova Investments as Executive Partner, Private Equity and transitioned in January 2021 to a consultant role. From 2014 to 2017, Dr. Nisen served as Chief Executive Officer and the Donald Bren Chief Executive Chair of Sanford Burnham Prebys Medical Discovery Institute. From 2004 to 2014, Dr. Nisen held various roles at GlaxoSmithKline, most recently as Senior Vice President, Science and Innovation. From 1997 to 2004, Dr. Nisen served as Divisional Vice President, Global Oncology Development, and as Divisional Vice President, Cancer Research, at Abbott Laboratories. Previously, he was the Lowe Foundation Professor of Neuro-Oncology at the University of Texas Southwestern Medical Center. He received a B.S. from Stanford University, a Master’s degree in molecular biology, and an M.D. and PhD from Albert Einstein College of Medicine. Qualifications: With extensive experience in medical research and development and management positions in leading pharmaceutical companies, Dr. Nisen provides a unique perspective on business, R&D and innovation.
				Past Public Boards: • Director, Mirna Therapeutics Inc. (2016–2017)


Independent Director Director Since: 2018 Term Ends: 2027 Age: 54 Committees: • Science and Technology • Compliance • Corporate Governance and Nominating	Prof. Ronit Satchi-Fainaro
	Prof. Satchi-Fainaro joined the Board of Directors in 2018. Prof. Satchi-Fainaro is a Full Professor at Tel Aviv University, where she is head of the Gray School of Medical Sciences, Head of the Cancer Research & Nanomedicine Laboratory, Director of the Cancer Biology Research Center at Tel Aviv University and its 18 affiliated hospitals, The Kurt and Herman Lion Chair in Nanosciences and Nanotechnologies, and Director of the Tel Aviv University Kahn 3D BioPrinting Initiative. Prof. Satchi-Fainaro also serves on the Scientific Advisory Board (SAB) of the Vall d’Hebron Institut de Recerca (VHIR) in Barcelona and MultiMedica in Milan, as well as a Visiting Professor at the University of Lisbon. She has authored over 170 publications and 13 book chapters and serves on several scientific journals editorial boards. Her multidisciplinary research laboratory focuses on basic research that explains mechanisms underlying the transition from cancer dormancy to metastatic disease, and has led to the discovery of new molecular targets to disrupt tumor-host interactions. Prof. Satchi-Fainaro received a B.Pharm. from the Hebrew University in Jerusalem and a Ph.D. in Polymer Chemistry and Cancer Nanomedicine from the University of London. She spent two years as a postdoctoral research fellow on biochemistry and protein delivery at Tel Aviv University and two years as a postdoctoral research fellow on vascular and cancer biology at Harvard University and in Boston Children’s Hospital. Qualifications: With extensive experience in clinical medicine and multidisciplinary research, Prof. Satchi-Fainaro provides the Board with in-depth knowledge of medicine and science, combined with an expertise in the pharmaceutical industry and academic experience.
	Other Affiliations • Scientific Advisory Board Member for the Blavatnik Center for Drug Discovery, the Israel Cancer Association, and the Vall d’Hebron University Hospital Foundation— Research Institute.	• Member of the CAS Life Sciences Advisory Board (2023–present). CAS is a division of the American Chemical Society.


Independent Director Director Since: 2021 Term Ends: 2028 Age: 60 Committees: • Finance and Investment • Science and Technology				Dr. Tal Zaks
				Dr. Zaks joined the Board of Directors in 2021. Dr. Zaks, M.D., Ph.D., has served as a partner at OrbiMed Advisors LLC since November 2021. From 2015 to 2021, he served as Chief Medical Officer of Moderna, Inc. From 2010 to 2015, he held senior development positions at Sanofi, including Senior Vice President and Head of Global Oncology. From 2008 to 2010, he served as Vice President of Clinical Research, Oncology at Cephalon. From 2004 to 2008, he served as Director, Clinical Development and Translational Medicine at GlaxoSmithKline. From 1996-1999, he was a Postdoctoral Fellow at the National Cancer Institute. Dr. Zaks has also served as an adjunct Associate Professor of Medicine at the University of Pennsylvania since 2004 and as an adjunct Associate Professor of Medicine at Tufts Medical Center since 2017. Dr. Zaks received his M.D. and Ph.D. degrees from Ben Gurion University, Israel, conducted post-doctoral research at the U.S. National Institutes of Health and completed clinical training in internal medicine at Temple University Hospital, followed by a fellowship in medical oncology at the University of Pennsylvania. He has also been awarded a Ph.D. honoris causa from Bar-Ilan University, Israel. Qualifications: With a unique combination of medical training, broad academic knowledge and executive experience in the biopharmaceutical industry, Dr. Zaks’s insights and experience in biopharmaceutical development, through his executive and non-executive roles, provide the Board with a broad scientific perspective and understanding of pharmaceutical product development, science and technology.
				Past Public Boards: • Director, Adaptimmune Therapeutics plc. (2016–2023)



Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Total ($)

Dr. Sol J. Barer⁽³⁾		225,000		374,998		599,998

Rosemary A. Crane		140,000		249,987		389,987

Amir Elstein		142,500		249,987		392,487

Chen Lichtenstein⁽		132,500		249,987		382,487

Gerald M. Lieberman		165,000		249,987		414,987

Roberto A. Mignone		150,000		249,987		399,987

Dr. Perry D. Nisen		145,000		249,987		394,987

Prof. Ronit Satchi-Fainaro		130,000		249,987		379,987

Prof. Varda Shalev		120,000		249,987		369,987

Janet S. Vergis		145,000		249,987		394,987

Dr. Tal Zaks		125,000		249,987		374,987



Name	Age	Executive Officer Since	Position

Richard D. Francis	57	2023	President and Chief Executive Officer

Richard Daniell	59	2017	Executive Vice President, European Commercial

Christine Fox	58	2023	Executive Vice President, U.S. Commercial

Dr. Eric A. Hughes	56	2022	Executive Vice President, Global R&D and Chief Medical Officer

Placid Jover	45	2024	Executive Vice President, Chief Human Resources Officer

Eli Kalif	53	2019	Executive Vice President, Chief Financial Officer

Evan Lippman	57	2025	Executive Vice President, Business Development

Mark Sabag	56	2013	Executive Vice President, International Markets Commercial

Brian Savage	41	2026	Interim Chief Legal Officer

Matthew Shields	52	2024	Executive Vice President, Teva Global Operations



						1. Business and Compensation Overview		Page 42
						2. Compensation Philosophy and Objectives		Page 45
						3. Compensation Determination Process		Page 48
						4. Components of Our Compensation Program		Page 51
						5. Additional Compensation Policies and Practices		Page 68



Participant	Responsibilities

Shareholders	• Approve the Compensation Policy as required under the Israeli Companies Law, including caps for cash incentives and equity, at least once every three years, and any changes thereto • Cast advisory vote on proposal(s) regarding executive compensation under U.S. law • Approve any compensation that deviates from the Compensation Policy	• Approve compensation of the CEO • Approve compensation of directors • Approve equity plans, material changes to equity plans and share reserve increases • Provide direct feedback and input to Teva and our Board

Board of Directors	• Evaluate performance of the CEO and executive officers, including the NEOs • Review and approve (subject to shareholder approval in certain cases): – Equity plans, material changes to equity plans and share reserve increases	– CEO and executive officer compensation, with input and recommendation from, and prior approval of, the HR and Compensation Committee – Changes to the Compensation Policy

Human Resources and Compensation Committee	• Consider shareholder feedback and all other factors to help align our executive compensation program with the interests of Teva and our shareholders and long-term value creation • Review and approve (subject to Board and shareholder approval in certain cases): – CEO and executive officer compensation, including adjustments to executive officers’ base salaries, cash incentives and equity compensation, as well as other components of compensation in alignment with the Compensation Policy	– Performance-based metrics and goals under the annual cash incentive plan and PSU awards – Achievement of performance-based goals under the annual cash incentive plan and PSU awards – Equity plans and awards – The Compensation Policy and its continued appropriateness (periodically) – The CD&A and the compensation tables and accompanying narrative descriptions

Independent Compensation Consultant	• Advise the HR and Compensation Committee on various director and executive officer compensation and governance topics, including: – Compensation Policy, pay philosophy, best practices and market trends – Selection of peer group companies – Director and executive officer compensation practices and levels at peer group companies	– Design of annual cash incentive plan, and performance and other equity plans, and awards and grants under each plan – Stock ownership guidelines • Review and provide an independent assessment of the data and materials presented by management to the HR and Compensation Committee • Participate in HR and Compensation Committee meetings as requested

CEO	• Evaluate the performance of other executive officers, including the other NEOs, and recommend adjustments to base salaries, annual cash incentives and long-term equity compensation	• Develop business goals, which are evaluated and incorporated by the HR and Compensation Committee and the Board in the design of our executive officer compensation program



Company	Headquarters	Revenues^(*) ($ in millions)		Enterprise Value^(*)($ in millions)		Employees^(*)

Amgen, Inc.	United States		$33,424		$191,490		28,000

AstraZeneca PLC	United Kingdom		$54,073		$228,175		94,300

Bausch Health Companies, Inc.	Canada		$ 9,625		$ 24,684		20,700

Biogen, Inc.	United States		$ 9,676		$ 27,235		7,605

Bristol-Myers Squibb Company	United States		$48,300		$157,791		34,100

Gilead Sciences, Inc.	United States		$28,754		$131,586		17,600

GlaxoSmithKline Plc	United Kingdom		$39,280		$ 84,175		68,629

IQVIA Holdings Inc.	United States		$15,405		$ 47,907		88,000

Moderna, Inc.	United States		$ 3,236		$ 8,154		5,800

Novartis AG	Switzerland		$51,722		$212,877		75,883

Organon & Co.	United States		$ 6,403		$ 11,828		10,000

Perrigo Company Plc	Ireland		$ 4,373		$ 7,034		8,379

Regeneron Pharmaceuticals, Inc.	United States		$14,202		$ 61,056		15,106

Sanofi	France		$45,849		$138,970		82,878

Takeda Pharmaceutical Co., Ltd.	Japan		$29,125		$ 72,375		49,281

Vertex Pharmaceuticals, Inc.	United States		$11,020		$ 94,253		6,100

Viatris, Inc.	United States		$14,739		$ 28,827		32,000



Element	Description	Additional Detail

Base Salary	Fixed cash compensation Determined based on each executive officer’s role, individual skills, experience, performance, external market value and internal equity	Base salaries are intended to provide stable compensation to executive officers, allow Teva to attract and retain qualified global executive talent and maintain a stable leadership team

Short-Term Incentives: Annual Cash Incentive Opportunities	Variable cash compensation Determined based on the level of achievement relative to Company and individual performance objectives that are pre-determined annually The weighted average of the results for the three Company-wide metrics must be at least 85% of target in order for any payout to occur Cash incentive payouts are capped at a maximum of 200% of the target cash award Per the shareholder-approved Compensation Policy, a target cash award as a percentage of annual base salary is capped at 100% (150% for the CEO)	Annual cash incentive opportunities are designed to ensure that our executive officers are incentivized to reach Teva’s annual goals; payout levels are determined based on actual financial and operational results, as well as individual performance

Long-Term Incentives: Annual Equity-Based Compensation	Variable equity-based compensation Per the shareholder-approved Compensation Policy, the maximum monetary grant value of the annual long-term equity award is $16.0 million at target for the CEO and $6.0 million at target for other executive officers Performance Share Units (“PSUs”): • Restricted share units that are earned only upon the attainment of performance goals generally over a 3-year period • Awards are capped at 250% of the target number of shares Restricted Share Units (“RSUs”): Restricted share units that are time-based, with a 4-year vesting period	Equity-based compensation is used to foster a long-term link between executive officers’ interests and the interests of Teva and its shareholders, as well as to attract, motivate and retain executive officers for the long term In 2025, the CEO received: • 70% of the long-term incentive value granted in the form of PSUs • 30% in the form of RSUs; All other executive officers received 67% of the value granted in the form of PSUs and 33% in the form of RSUs



	Annualized 2024 Base Salary ($)			Annualized 2025 Base Salary ($)⁽¹⁾			2024-2025 % Change

Richard Francis		$	1,600,000		$	1,700,000		6.25%

Eli Kalif		$	876,631		$	1,035,142		10%⁽²⁾

Dr. Eric A. Hughes		$	770,000		$	847,000		10%

Christine Fox		$	800,000		$	864,000		8%

Evan Lippman			—		$	680,000		—



Executive	2025 Target Annual Cash Incentive (% of Base Salary)

Richard Francis		150%

Eli Kalif		100%

Dr. Eric A. Hughes		100%

Christine Fox		100%

Evan Lippman		100%



Category	Weighting		Metric Weighting

Company Financial		75%	25% Net Revenues

			25% Non-GAAP EPS

			25% Free Cash Flow

Individual		25%	See Below



Weighting	Performance Metric		Threshold (85%)⁽¹⁾		Target (100%)⁽¹⁾		Maximum (120%)⁽¹⁾		Actual Results⁽¹⁾			% Achievement

25%		Net Revenues		$13.7B	$	16.1B		$19.3B	$	16.3B	⁽²⁾		101%

25%		Non-GAAP EPS		$ 2.00	$	2.35		$ 2.82	$	2.89			120%⁽³⁾

25%		Free Cash Flow		$1.49B	$	1.75B		$2.10B	$	2.40B			120%⁽³⁾



Weighted Average Level of Achievement of Objectives	Overall Performance Achievement %⁽¹⁾	Overall Payout Performance Factor: Potential Annual Cash Incentive as a % of Target

Below Threshold	Below 85% weighted average Company Financial measures performance	0% (no annual cash incentive payment)

Threshold	85% weighted average Company Financial measures performance, with 90% for minimum individual performance	66%

Target	100% weighted average Company Financial measures performance, with 100% individual performance	100%

Maximum Cash Incentive	120% weighted average Company Financial measures performance, with up to 130% for maximum individual performance	200%



Executive	Net Revenues % Achievement (25% weighting)		Non-GAAP EPS % Achievement (25% weighting)		Free Cash Flow % Achievement (25% weighting)		Individual Performance % Achievement (25% weighting)		Overall Weighted Avg Performance Achievement %		Overall Payout Performance Factor %

Richard Francis		101%		120%		120%		130%		118%		189%

Eli Kalif		101%		120%		120%		120%		115%		177%

Dr. Eric A. Hughes		101%		120%		120%		130%		118%		189%

Christine Fox		101%		120%		120%		130%		118%		189%

Evan Lippman		101%		120%		120%		105%		112%		158%



Executive	Eligible Base Salary ($)⁽¹⁾		Target Annual Cash Incentive (% of Base Salary)		Target Award ($)		Overall Payout Performance Factor⁽²⁾		Payout ($)⁽³⁾

Richard Francis	$	1,700,000		150%	$	2,550,000		189%	$	4,827,405

Eli Kalif	$	1,012,687		100%	$	1,012,687		177%	$	1,788,633

Dr. Eric A. Hughes	$	829,231		100%	$	829,231		189%	$	1,569,817

Christine Fox	$	849,231		100%	$	849,231		189%	$	1,607,679

Evan Lippman	$	680,000		100%	$	680,000		158%	$	1,074,808



Type of Long-Term Incentive Vehicle	Proportion of Long-Term Incentive Grant	Vesting Schedule	Performance Metrics (Weighting)	Rationale for Use

Performance Share Units (PSUs)	70% for CEO; 67% for other executive officers	Three-year cliff vesting	2025-2027 Cumulative Free Cash Flow (60%)	Focuses employees on generating cash in the short- and long-term to deploy capital and repay debt, and reflects cash management practices, including working capital and capital expenditures, enabling the Company to pursue opportunities that contribute to long-term shareholder value

			2025-2027 Net Revenue Growth (annual and cumulative) (40%)	Demonstrates top line expansion, in alignment with the Pivot to Growth strategy, and is a leading indicator of corporate performance and value creation

			2025-2027 Absolute Stock Price (Modifier)	Strong performance, as measured by the other two metrics, is fully rewarded only if it also results in meaningful stock price growth. Absolute stock price performance ties executive officer compensation to shareholder value creation and aligns the interests and experience of executive officers with those of Teva and its shareholders. The absolute stock price modifier for the 2025 grants caps payouts at target if stock price performance measured at the end of the performance period has decreased compared to a set stock price, and can increase payouts up to 150% for increases in the third year of the performance period, subject to a maximum cap of 250% for the overall PSU payout.

Restricted Share Units (RSUs)	30% for CEO; 33% for other executive officers	Four equal tranches vesting on the first, second, third and fourth anniversaries of the date of grant	N/A	N/A



Level of Achievement of Net Revenue Growth^(*)	Earning Percentage

Below Threshold		0%

Threshold		25%

Target		100%

Maximum		200%



Level of Achievement of Free Cash Flow^(*)	Performance Achievement %		Earning Percentage

Below Threshold		Below 85%		0%

Threshold		85%		25%

Target		100%		100%

Maximum		110%		200%



Executive	PSUs ($)^(*)		RSUs ($)^(*)		Total ($)^(*)

Richard Francis	$	8,400,000	$	3,600,000	$	12,000,000

Eli Kalif	$	2,533,333	$	1,266,667	$	3,800,000

Dr. Eric A. Hughes	$	2,500,000	$	1,250,000	$	3,750,000

Christine Fox	$	2,266,667	$	1,133,333	$	3,400,000

Evan Lippman	$	1,600,000	$	800,000	$	2,400,000