Teva Pharmaceutical Industries Ltd DEF 14A, filed Apr 9, 2025

Teva Pharmaceutical Industries Ltd (TEVA)

DEF 14A 2025-04-09 For: 2025-06-05

View Original

Added on June 12, 2026

About this DEF 14A

Teva Pharmaceutical Industries Ltd filed this DEF 14A on April 9, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐	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.



2025 Proxy Summary			1

Proposal 1: Election of Directors			11

Directors			13

Persons Being Considered for Election at the Annual Meeting			14

Continuing Directors			17

Corporate Governance and Director Compensation			21

Board Composition and Skills			21

Board Practices			22

Board of Directors Role in Risk Oversight			23

Cybersecurity Risk Management			24

Non-Employee Director Compensation			25

Director Stock Ownership Guidelines			26

2024 Director Compensation			27

Committees of the Board			27

Shareholder Engagement			33

Human Capital Management			34

Sustainability			36

Executive Officers			41

Executive Compensation			45

HR and Compensation Committee Interlocks and Insider Participation			93



Proposal 2: Advisory Vote on Compensation of Named Executive Officers			94

Proposal 3: Approval of Teva’s Amended Compensation Policy			95

Proposal 4: Approval of an Amendment to the Terms of Office and Employment of Teva’s President and Chief Executive Officer			97

Proposal 5: Approval of an Amendment to Director Compensation			104

Proposal 6: Appointment of Independent Registered Public Accounting Firm			108

Presentation of 2024 Financial Statements			110

Security Ownership			111

Securities Authorized for Issuance Under Equity Compensation Plans			112

Related Party Transactions			113

Shareholder Proposals for the 2025 Annual Meeting and the 2026 Annual Meeting			115

Incorporation by Reference			116

Householding of Proxy Materials			116

Questions and Answers About the Annual Meeting			117

Appendix A			123

Appendix B			126

Appendix C			131



Items of Business		Board recommendation		Page reference

1	To appoint the following persons to Teva’s Board of Directors: Chen Lichtenstein to serve as a director until Teva’s 2027 annual meeting of shareholders, and Amir Elstein, Roberto A. Mignone, Dr. Perry Nisen and Dr. Tal Zaks to serve as directors until Teva’s 2028 annual meeting of shareholders.		FOR	11

2	To approve, on a non-binding advisory basis, the compensation for Teva’s named executive officers.		FOR	94

3	To approve Teva’s Amended Compensation Policy, substantially in the form attached as Appendix A to the Proxy Statement.		FOR	95

4	To approve an amendment to the terms of office and employment of Teva’s President and Chief Executive Officer.		FOR	97

5	5.a – To approve an amendment to the compensation to be provided to Teva’s non-employee Directors.		FOR	104
	5.b – To approve an amendment to the compensation to be provided to Teva’s non-executive Chairman of the Board.

6	To appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva’s independent registered public accounting firm until Teva’s 2026 annual meeting of shareholders.		FOR	108



(*) As of the date of this Proxy Statement, and subject to the approval of shareholders of Proposal 1.
	• 11 out of 12 directors are independent • All members of our committees are independent • 33% of directors are female	• Board refreshment and succession planning—five new directors appointed over the last five years • Annual Board and committees evaluation process


				Full Board Full Board and individual Committees focus on understanding and assessing Company risks Board reviews risk management policies of our operations and business strategy, and Board committees review risk in their areas of expertise
				The Audit Committee The Audit Committee assists the Board with our financial reporting, independent auditors, internal controls, internal audit function, risk assessment and risk management as well as cybersecurity risks, processes and procedures				The Compliance Committee The Compliance Committee oversees our policies and practices for legal, regulatory and internal compliance (other than regarding financial reporting), our strategy regarding sustainability matters and our culture of integrity and also reviews policies and practices that may seriously impact our reputation
				The Finance and Investment Committee The Finance and Investment Committee reviews our financial risk management policies, 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



		Director Alignment with Shareholder Interests • In 2024, the Board of Directors held 7 meetings with an attendance rate of 100% • Director stock ownership guidelines require stock ownership of five times the annual cash fee (excluding committee fees) paid to directors, which must be achieved within a certain timeframe. Subject to the approval of Proposal 5, our director stock ownership guidelines will require stock ownership of seven times the annual cash fee (excluding committees fees) paid to directors						Shareholder Engagement • Active shareholder engagement efforts, led by our Chairman of the Board in late 2024 and early 2025 • We invited shareholders to share their views regarding our executive compensation program as well as potential compensation arrangements tied to our Pivot to Growth strategy, our human capital management and sustainable growth strategy

		Our Sustainability Priorities and Accomplishments • In 2024, we continued to execute our sustainability strategy, “Healthy Future.” • In 2024, we completed our first double materiality assessment undertaken with reference to the EU Corporate Sustainability Reporting Directive (“CSRD”). • In 2024, we developed and approved our first Corporate Sustainability Unit charter, which formalizes Teva’s Corporate Sustainability unit’s mission, objectives, responsibilities, governance and organization. • In April 2024, Teva exercised its extension option under the Sustainability-Linked Revolving Credit Facility (“RCF”) to extend the maturity date to April 2027, thereby ensuring Teva’s ongoing commitment to supporting health equity and access in low-and-middle-income countries (“LMIC”). • In 2024, we made strong progress on the KPIs of Teva’s Sustainability-Linked Bond (“SLB”), positioning Teva to achieve its targets by the end of the 2025 observation date for health equity and access, and greenhouse gas (“GHG”) emission reductions. Some of the KPIs surpassed the target a year ahead of schedule. • In 2024, Teva was recognized by the TIME media group as one of the world’s 500 most sustainable companies. Teva was included in the top third of the list. • Our 2024 “Healthy Future” sustainability report (expected to be published in May 2025) will outline our 2024 progress in each of our priority areas, while our “Healthy Future Disclosures” report will include our actions and performance across a broader range of sustainability topics relevant to our business. We seek to continue and align our sustainability reporting with relevant Global Reporting Initiative (“GRI”) and Sustainability Accounting Standards Board (“SASB”) standards and the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework. • In 2024, we further continued to tie executive compensation to sustainability goals; 25% of the annual cash bonus is based on individual performance against pre-established goals. As part of this component, there were goals tied to sustainability for all of our executives; goals were related to our sustainability strategy and delivering on our SLB and external commitments.


						As of December 31, 2024, our total debt was $17,783 million, compared to $19,833 million as of December 31, 2023. As of December 31, 2024, our net debt was $14.5 billion compared to $16.6 billion as of December 31, 2023. In the past seven years, we have reduced our net debt by more than $19 billion.




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 must generally comply with the provisions of our shareholder-approved Compensation Policy in all decisions in connection with executive compensation. Majority Variable Pay The majority of total executive compensation is variable and at-risk, and a meaningful percentage is 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 or 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.


Independent Director Director Since: 2024 Age: 57 Committees: • Audit • Finance and Investment				Chen Lichtenstein
				Mr. Lichtenstein joined the Board of Directors in December 2024. Mr. Lichtenstein served from 2020 to 2023 as the Chief Financial Officer, also responsible for strategy, integration and productivity of Syngenta Group Ltd. 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, Mr. Lichtenstein served as the Deputy Chief Executive Officer, Head of Global Operations and held various other roles within Makhteshim Agan Industries Ltd. Prior to that, from 1999 to 2006, Mr. Lichtenstein held various executive roles at the New York and London offices of Goldman Sachs Group Inc., 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: 2009 Age: 69 Committees: • Corporate Governance and Nominating (Chair) • Audit • Finance and Investment	Amir Elstein
	Mr. Elstein rejoined the Board of Directors in 2009. Mr. Elstein also serves as Chairman or as a member of the board of directors of several academic, scientific, educational, social and cultural institutions. Mr. Elstein served as Chairman of the Board of Governors of the Jerusalem College of Engineering from 2009 to 2018 and as Chairman of the Board of Directors of Israel Corporation from 2010 to 2013. 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: 2017 Age: 53 Committees: • Finance and Investment (Chair) • Audit • Corporate Governance and Nominating				Roberto A. Mignone
				Mr. Mignone joined the Board of Directors in 2017. Mr. Mignone is the Founder and Managing Partner of Bridger Management LLC, a multi-billion-dollar 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 Age: 69 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 and R&D activities.
				Past Public Boards: • Director, Mirna Therapeutics Inc. (2016–2017)


Independent Director Director Since: 2018 Age: 59 Committees: • Audit • Finance and Investment • Science and Technology				Dr. Tal Zaks
				Dr. Zaks joined the Board of Directors in 2021. Dr. Zaks, M.D., Ph.D., is a partner at OrbiMed Advisors LLC since November 2021, and during 2024 served as the interim CEO of Exsilio. From 2015 to September 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. from Ben Gurion University in 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 Ph.D. honoris causa from Bar-Ilan University. 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)


Chairman of the Board Independent Director Director Since: 2015 Age: 77 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: 56 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, Mr. Francis served as the Chief Executive Officer of Purespring Therapeutics, a pioneering gene therapy company focused on transforming the treatment of kidney diseases, from 2021 to 2022, and as the Chief Executive Officer of Forcefield Therapeutics, a pioneer of best-in-class therapeutics to protect heart function, from 2021 to 2022. He also served as an operating partner for Syncona Investment Management Limited since 2021. 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 over two and a half decades of leadership positions in various pharmaceutical companies and a proven track-record in the pharmaceutical, biotech and generics sectors, Mr. Francis provides an entrepreneurial, pragmatic and unique global perspective on the healthcare and pharmaceutical industries.
				Other Current Public Boards: • Mettler-Toledo International Inc. (2016–present)


Independent Director Director Since: 2015 Age: 65 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 from 1982 to 2002, 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: 2015 Age: 78 Committees: • Audit (Chair) • Human Resources and Compensation • Finance and Investment	Gerald M. Lieberman
	Mr. Lieberman joined the Board of Directors in 2015. Mr. Lieberman 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.
	Other Current Public Boards: • Chairman, EnteraBio Ltd. (2018–present)	Past Public Boards: • Forest Laboratories, LLC (2011–2014) • Computershare Ltd. (2010–2012) • AllianceBernstein L.P. (2004–2009)


Independent Director Director Since: 2018 Age: 53 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 has served as Head of the Cancer Research and Nanomedicine Laboratory since 2006, Chair of the Department of Physiology and Pharmacology at the Sackler Faculty of Medicine since 2014, The Kurt and Herman Lion Chair in Nanosciences and Nanotechnologies since 2017, Director of the Cancer Biology Research Center since 2020 and a member of the Preclinical Dean’s Committee since 2015. In 2003, she was appointed Instructor in Surgery at Boston Children’s Hospital and Harvard Medical School, where she has been a Visiting Professor since 2005. Prof. Satchi-Fainaro also serves as a consultant to several biotech and pharmaceutical companies, She is also a member of several editorial boards of scientific journals. Prof. Satchi-Fainaro received a B.Pharm. from the Hebrew University in Jerusalem in 1995 and a Ph.D. in Polymer Chemistry and Cancer Nanomedicine from the University of London in 1999. 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 experience in academia.
	Other Affiliations • Member of the scientific advisory board of the Blavatnik Center for Drug Discovery, The Israel Cancer Association and Vall d’Hebron University Hospital Foundation— Research Institute.	• Member of the CAS Life Sciences Advisory Board, a division of the American Chemical Society (2023–present)


Independent Director Director Since: 2023 Age: 65 Committees: • Compliance • Science and Technology	Prof. Varda Shalev
	Prof. Varda Shalev joined the Board of Directors in September 2023. Prof. Shalev has been a Managing Partner at Team8 Health since 2022. She also serves as a Full Professor of Epidemiology at the Tel Aviv University School of Public Health. In the past two decades, Prof. Shalev served in various senior executive roles at Maccabi Health Services, including most recently until 2020 as Head of the Research and Innovation Institute. From 2020 to 2024, Prof. Shalev served as a Co-Founder and Advisory Board Member at Alike. Health. Prof. Shalev received her M.D. from the School of Medicine at Ben-Gurion University of the Negev, a Master of Public Health Administration from Clark University in the United States, and completed her post-doctoral fellowship in Medical Informatics at Johns Hopkins University. Qualifications: With over 30 years of hands-on experience in primary care, epidemiology, medical informatics, digital health investing, and medical research, Prof. Varda Shalev brings unique insights, expertise, and experience in healthcare technologies and innovation to the Board.
	Other Current Public Boards: • BATM Advanced Communications Ltd. (2018-present)	Past Public Boards: • Pluristem Therapeutics, Inc. (2021–2023) • Novolog Pharma Up 1996 Ltd. (2022–2023)


Independent Director Director Since: 2020 Age: 60 Committees: • Compliance (Chair) • Human Resources and Compensation • Corporate Governance and Nominating	Janet S. Vergis
	Ms. Vergis joined the Board of Directors in 2020. She served as a retained executive advisor to various private equity firms from 2013 to 2019. From 2011 to 2012, she served as the Chief Executive Officer of OraPharma, Inc., a specialty pharmaceutical company. From 2004 to 2009, she served as President of Janssen Pharmaceuticals LP, McNeil Pediatrics, Inc. and Ortho-McNeil Neurologics, Inc., subsidiaries of Johnson & Johnson. Ms. Vergis contributed to a number of Johnson & Johnson companies during her career, holding positions of increasing responsibility in research and development, new product development, sales and marketing. Ms. Vergis previously served on the board of directors of MedDay Pharmaceuticals from 2016 to 2021, Lumara Health from 2013 to 2014 and OraPharma, Inc. from 2011 to 2012. Ms. Vergis received a Bachelor of Science in Biology and a Master’s of Science in Physiology from The Pennsylvania State University. Qualifications: With over 30 years of experience in various fields of the healthcare industry, including research and development, new product development, sales, and various executive roles, as well as her experience as a board member of public pharmaceutical companies, Ms. Vergis provides the Board with broad global business experience in the pharmaceutical industry.
	Current Public Boards: • Church and Dwight Co., Inc. (2014–present) • Dentsply-Sirona, Inc. (2019–present) • SGS SA (2021–present)	Past Public Boards: • Amneal Pharmaceutical (2015–2019)



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

Dr. Sol J. Barer⁽³⁾		255,000		284,994		539,994

Rosemary A. Crane		170,000		159,988		329,988

Amir Elstein		180,000		159,988		339,988

Chen Lichtenstein⁽⁴⁾		13,333		79,987		93,320

Gerald M. Lieberman		195,000		159,988		354,988

Roberto A. Mignone		180,000		159,988		339,988

Dr. Perry D. Nisen		175,000		159,988		334,988

Prof. Ronit Satchi-Fainaro		160,000		159,988		319,988

Prof. Varda Shalev		150,000		159,988		309,988

Janet S. Vergis		175,000		159,988		334,988

Dr. Tal Zaks		170,000		159,988		329,988



Name	Age	Executive Officer Since	Position

Richard D. Francis	56	2023	President and Chief Executive Officer

Richard Daniell	58	2017	Executive Vice President, European Commercial

Chris Fox	57	2023	Executive Vice President, North America Commercial

Dr. Eric A. Hughes	55	2022	Executive Vice President, Global R&D and Chief Medical Officer

Placid Jover	44	2024	Executive Vice President, Chief Human Resources Officer

Eli Kalif	52	2019	Executive Vice President, Chief Financial Officer

Evan Lippman	56	2025	Executive Vice President, Business Development

David R. McAvoy	62	2024	Executive Vice President, Chief Legal Officer

Mark Sabag	55	2013	Executive Vice President, International Markets Commercial

Matthew Shields	51	2024	Executive Vice President, Teva Global Operations



						1. Business and Compensation Overview		Page 46
						2. Compensation Philosophy and Objectives		Page 52
						3. Compensation Determination Process		Page 55
						4. Components of Our Compensation Program		Page 59
						5. Additional Compensation Policies and Practices		Page 74


What We Heard
Shareholders acknowledged multiple positive changes made to the executive compensation program in recent years, and encouraged to continue to strive for ongoing improvement and incentives to increase shareholder value		Overall, shareholders were generally supportive of our approach to executive compensation and did not think that any major structural changes were necessary. In recent years, the HR and Compensation Committee and the Board have heard constructive feedback from many shareholders, continued to assess our program and have taken direct action to address their views and preferences, in an effort to improve the program and increase shareholder value. Over the last year, changes included: • Updated the executive annual cash incentive and PSU program design to better align with the Pivot to Growth Strategy; • Increased the portion of the annual equity grant for executive officers that is in the form of PSUs from 50% to 67% (CEO was already at 70%); • Updated the peer group for benchmarking purposes to reflect current organizational status; as a result, Teva’s revenues are more closely aligned with the median of the companies in the updated peer group; and • Updated stock ownership guidelines to exclude vested stock options from counting towards compliance with the guidelines (both vested and unvested options are now excluded).
Demonstrate that the Board has reviewed their policy towards classified Board and considered the shareholders’ perspective		• The Board is committed to reviewing its policy on classified Board on an ongoing basis and considering the shareholder perspective. • The Board believes that maintaining the classified structure for now best serves the Company and its shareholders. Due to the complexity of our businesses and our extensive global activities, we value the insight and familiarity with our operations that a director is able to develop over his or her service on the Board of Directors. This structure helps ensure a balanced mix of experienced and new directors, providing both stability and continuity. Additionally, having directors serve three-year terms allows for a focus on long-term strategic planning. This promotes deeper engagement and a greater sense of commitment, ultimately supporting the Company’s ability to navigate challenges and drive sustainable growth. We continually review our Board structure, considering market trends and shareholder feedback, and believe that our current approach remains suitable at this time. At the same time, it is the policy of the Board that directors should not expect to be renominated automatically.
Demonstrate that the Board has reviewed their policy towards inclusion and diversity on the Board and considered the shareholders’ perspective		• The Board believes, that Teva’s directors should ultimately be selected based on wide-ranging experiences, skills, knowledge, insight, and backgrounds, in accordance with applicable law. • The process of selecting directors is based on objective criteria without discrimination and focuses on a candidate’s ability to successfully perform as a director. As part of our ongoing refreshment approach, we regularly review the mix of skills and experience of current directors and assess the performance of the Board, committees and individual members, and we actively seek out shareholder feedback to incorporate into our succession planning. • In nominating members to our Board, the Board also considers our unique position as an Israeli company with shares listed both on the New York Stock Exchange and the Tel Aviv Stock Exchange, and maintains a meaningful representation of Israeli directors. Being familiar with Teva’s history and legacy enables the directors serving on our Board to make decisions that honor our past while guiding the Company towards future growth and innovation.



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 associated with PSUs – Achievement of performance-based goals under the annual cash incentive plan and associated with PSUs – 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) (Fiscal Year End)		Market Cap^(*) ($ in millions) October 10, 2023		Employees^(*)

AbbVie, Inc.	United States		$58,054		$262,798		50,000

Amgen, Inc.	United States		$26,323		$145,092		25,200

Astellas Pharma, Inc.	Japan		$10,674		$ 24,817		14,484

AstraZeneca Plc	United Kingdom		$44,351		$208,687		83,500

Biogen, Inc.	United States		$10,173		$ 38,254		8,725

Bristol-Myers Squibb Co.	United States		$46,159		$117,805		34,300

Eli Lilly & Co.	United States		$28,541		$520,971		39,000

Gilead Sciences, Inc.	United States		$27,281		$ 94,660		17,000

GlaxoSmithKline Plc	United Kingdom		$35,332		$ 75,616		69,400

Merck KGaA	Germany		$23,760		$ 72,394		63,712

Novo Nordisk A/S	Denmark		$25,424		$413,271		59,337

Sanofi	France		$48,508		$136,474		91,573

Takeda Pharmaceutical Co., Ltd.	Japan		$29,391		$ 47,835		49,095

Viatris, Inc.	United States		$16,263		$ 11,540		38,000



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 incentives are capped at a maximum of 200% of the target cash award (133% for the CEO) if achievement level is at least 120% of performance goal Per the 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 Compensation Policy, the maximum monetary grant value of the annual equity award is $11.0 million at target for the CEO and $4.5 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 2024, the CEO received 70% of the long-term incentive value granted in the form of PSUs and 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



Executive	Annualized 2023 Base Salary ($)			Annualized 2024 Base Salary ($)⁽¹⁾			2023-2024 % Change

Richard Francis		$	1,600,000		$	1,600,000		0%

Eli Kalif		$	800,869		$	876,631		9%⁽²⁾

Dr. Eric A. Hughes			NA		$	770,000		NA

Richard Daniell		$	790,298		$	844,806		7%⁽³⁾

Christine Fox			NA		$	800,000		NA



Executive	2024 Target Annual Cash Incentive (% of Base Salary)

Richard Francis		150%

Eli Kalif		100%

Dr. Eric A. Hughes		100%

Richard Daniell		100%

Christine Fox		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%)		Target (100%)		Maximum (120%)		Actual Results			% Achievement

25%		Net Revenues		$13.6B	$	16B		$19.2B	$	16.8B	^(*)		105%

25%		Non-GAAP EPS		$ 2.02	$	2.38		$ 2.86	$	2.49			105%

25%		Free Cash Flow		$ 1.6B	$	1.9B		$ 2.3B	$	2.1B			109%