DEF 14A of Teva Pharmaceutical Industries LTD, Apr 16, 2024

DEF 14A of Teva Pharmaceutical Industries LTD

Filed Apr 16, 2024 · FY20230001193125-24-097745

Open on EDGAR

  1. Directors

    Directors The following table sets forth information regarding the directors and director nominees of Teva, as of April 1, 2024:

  2. Directors

    | (1) Mr. Francis’s term ends contemporaneously with his term as President and CEO. |

  3. Directors

    | (2) Prof. Shalev was appointed effective September 2023 by the Board to serve as a director until the Annual Meeting, where her nomination will be presented to shareholders for approval. |

  4. Directors

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 9 |

  5. Continuing Directors

    Continuing Directors

  6. Continuing Directors

    | Dr. Sol J. Barer Chairman of the Board Independent Director | 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 has served as Chairman of the board of directors of NexImmune, Inc. since 2019, which became a public company in February 2021. From 2011 to 2023, he served on as lead independent director on the board of directors of Contrafect, from 2020 to 2021, on the Board of Directors of Cerecor, Inc. (formerly Aevi Genomic Medicine, Inc.), from 2013 to 2019 he served as Chairman of the Board of Edge Therapeutics, from 2011 to 2016 he served on the board of Aegerion Pharmaceuticals, from 2009 to 2017 on the board of Amicus Therapeutics, and from 2011 to 2017 he served as Chairman of the Board of InspireMD. 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. |

  7. Continuing Directors

    | Richard D. Francis Director and President and Chief Executive Officer | 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. Mr. Francis also serves as a member of the board of directors of Mettler-Toledo International Inc. since 2016. 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. |

  8. Continuing Directors

    | 12 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  9. Continuing Directors

    | Amir Elstein Independent Director Committees: – Corporate Governance and Nominating (Chair) – Audit – Finance and Investment | Mr. Elstein rejoined the Board of Directors in 2009. From January 2014 to July 2014, he served as Vice Chairman of the Board of Directors of Teva. Mr. Elstein has served as Chairman of the Board of Tower Semiconductor Ltd. since 2009 and Chairman of the Israel Democracy Institute since 2012. 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. From 2004 to 2008, Mr. Elstein was a member of Teva’s senior management, most recently as Executive Vice President, Global Pharmaceutical Resources. From 1995 to 2004, Mr. Elstein served on Teva’s Board of Directors. 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 leadership positions in various international corporations, including his experience as chairman of international public companies and his service as an executive officer at Teva and other companies, Mr. Elstein provides global business management and pharmaceutical expertise. |

  10. Continuing Directors

    | Roberto A. Mignone Independent Director Committees: – Finance and Investment (Chair) – Audit – Corporate Governance and Nominating | 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. |

  11. Continuing Directors

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 13 |

  12. Continuing Directors

    | Dr. Perry D. Nisen Independent Director Committees: – Science and Technology (Chair) – Compliance – Human Resources and Compensation | 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. From 2016 to 2017, Dr. Nisen served as a director of Mirna Therapeutics, Inc. 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. |

  13. Continuing Directors

    | Janet S. Vergis Independent Director Committees: – Compliance (Chair) – Human Resources and Compensation – Corporate Governance and Nominating | 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 has served on the board of directors of Church and Dwight Co., Inc. since 2014, Dentsply-Sirona, Inc. since 2019 and SGS SA since March 2021. She previously served on the board of directors of MedDay Pharmaceuticals from 2016 to 2021, Amneal Pharmaceutical from 2015 to 2019, as well as 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. |

  14. Continuing Directors

    | 14 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  15. Continuing Directors

    | Dr. Tal Zaks Independent Director Committees: – Audit – Finance and Investment – Science and Technology | 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. 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. From 2016 to 2023, Dr. Zaks served on the Board of Directors of Adaptimmune Therapeutics plc. 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. |

  16. Non-Employee Director Compensation

    Non-Employee Director Compensation As required by the Israeli Companies Law, we have adopted a Compensation Policy for Executive Officers and Directors (the “Compensation Policy”), which is presented for shareholder approval at least once every three years. Pursuant to the Israeli Companies Law and regulations promulgated thereunder, any arrangement between Teva and a director relating to his or her compensation as a director or other position with Teva must generally be consistent with Teva’s Compensation Policy and approved by the HR and Compensation Committee, the Board and by a simple majority of Teva’s shareholders. As approved at our 2019 annual general meeting of shareholders, our non-employee director annual compensation program (applicable to all non-employee directors except for the Chairman of the Board) is comprised of:

  17. Non-Employee Director Compensation

    | (i) an annual Board membership fee of $130,000 paid in cash; |

  18. Non-Employee Director Compensation

    | (ii) additional annual cash fees for service on Board committees: |

  19. Non-Employee Director Compensation

    | a. | $20,000 per annum to serve as a member of the Audit Committee; and $40,000 per annum to serve as chairperson of the Audit Committee; |

  20. Non-Employee Director Compensation

    | b. | $15,000 per annum to serve as a member of the HR and Compensation Committee; and $30,000 per annum to serve as chairperson of the HR and Compensation Committee; |

  21. Non-Employee Director Compensation

    | c. | $20,000 per annum to serve as a member on a special or ad-hoc committee of the Board; and $30,000 to serve as chairperson of such special or ad-hoc committee; and |

  22. Non-Employee Director Compensation

    | 20 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  23. Non-Employee Director Compensation

    | d. | $10,000 per annum to serve as a member of any other standing Board committee that is not listed in sub-sections (a)-(b); and $20,000 per annum to serve as chairperson on such committee; and |

  24. Non-Employee Director Compensation

    | (iii) | an annual equity-based award in the form of restricted share units (“RSUs”) with an approximate aggregate grant date fair value of $160,000 and a one year cliff vesting. |

  25. Non-Employee Director Compensation

    As approved at our 2019 annual general meeting of shareholders, the annual compensation for the Chairman of the Board is comprised of:

  26. Non-Employee Director Compensation

    | (i) an annual Board membership fee of $255,000 paid in cash; |

  27. Non-Employee Director Compensation

    | (ii) an annual equity-based award in the form of RSUs with an approximate aggregate grant date fair value of $285,000 and a one year cliff vesting; and |

  28. Non-Employee Director Compensation

    | (iii) | office and secretarial services at Teva’s offices. |

  29. Non-Employee Director Compensation

    The Chairman of the Board is not entitled to additional annual cash fees for service on Board Committees. Fees for Board and committee service are payable over the period of time during which the individual serves as a non-employee director. In the event that a non-employee director serves as a member of the Board during only part of the year, a pro-rated amount of the annual board membership fee and standing committee fees will be paid. In the event of an appointment to the Board between annual meetings of shareholders, the annual equity-based award shall be pro-rated. Upon completion of a non-employee director’s service as a director, other than removal pursuant to a shareholder resolution due to a breach of fiduciary duties, any unvested awards granted to such director by virtue of such position and held by such director will immediately become vested. We purchase directors’ and officers’ liability insurance for our directors and executive officers, as approved by our shareholders and consistent with the Compensation Policy. In addition, we release our directors from liability and indemnify them to the fullest extent permitted by law and our Articles of Association, and provide them with indemnification and release agreements for this purpose, substantially in the form approved by our shareholders at our 2012 annual meeting. In addition, Teva reimburses or covers its non-employee directors’ expenses (including travel expenses) incurred in connection with attending meetings of the Board and its committees or in performing other services for Teva in their capacity as non-employee directors, in accordance with Israeli law and the Compensation Policy. Any director elected to serve as a member of our Board and all continuing non-employee directors will be compensated in the manner described above and will benefit from the insurance, indemnification and release discussed above. No additional compensation is received for attendance at a Board or committee meeting.

  30. 2023 Director Compensation

    2023 Director Compensation

  31. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Dr. Sol J. Barer (3) | 255,000 | 284,993 | 539,993 | | Rosemary A. Crane | 170,000 | 159,999 | 329,999 | | Amir Elstein | 180,000 | 159,999 | 339,999 | | Jean-Michel Halfon (4) | 56,658 | — | 56,658 | | Gerald M. Lieberman | 195,000 | 159,999 | 354,999 | | Roberto A. Mignone | 180,000 | 159,999 | 339,999 | | Dr. Perry D. Nisen | 167,870 | 159,999 | 327,869 | | Nechemia (Chemi) J. Peres (5) | 71,024 | — | 71,024 | | Prof. Ronit Satchi-Fainaro | 155,247 | 159,999 | 315,246 | | Prof. Varda Shalev (6) | 50,000 | 126,660 | 176,660 | | Janet S. Vergis | 165,459 | 159,999 | 325,458 | | Tal Zaks | 170,000 | 159,999 | 329,999 |

  32. 2023 Director Compensation

    | (1) The amounts shown include the paid cash portion of the annual fee for the Chairman of the Board and Board membership fees and committee service fees for other non-employee directors. |

  33. 2023 Director Compensation

    | (2) In June 2023, each non-employee director serving at that time was granted 21,108 RSUs, and the Chairman of the Board was granted 37,598 RSUs, based on the grant date fair value of a share of $7.58. Non-employee directors that join between annual general meetings are eligible for an equity grant value that is pro-rated in an amount equal to the difference between (i) an annual grant of $160,000 (for non-employee directors other than the chairman) and (ii) the product of (x) an annual grant ($160,000) divided by 12 and (y) the number of months (including partial months) in the period between the last annual meeting of shareholders and the date of such appointment. Accordingly, in September 2023, Prof. Varda Shalev was granted 12,872 RSUs based on the grant date fair value of a share of $9.84. The amounts shown in the Stock Awards column represent the aggregate grant date fair values of RSUs computed in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”). Valuations of RSUs were determined based on the fair market value of a Teva share on the grant date, less the net present value of dividends, as relevant. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see note 14b. to our consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. These RSUs vest one year from the grant date. As of December 31, 2023, the aggregate number of unvested RSUs held by each current non-employee director was as follows: Dr. Sol J. Barer: 37,598; Rosemary A. Crane: 21,108; Amir Elstein: 21,108; Gerald M. Lieberman: 21,108; Roberto A. Mignone: 21,108; Dr. Perry D. Nisen: 21,108; Prof. Ronit Satchi-Fainaro: 21,108; Prof. Varda Shalev: 12,872; Janet S. Vergis: 21,108; and Tal Zaks: 21,108. Upon completion or termination of a non-employee director’s service as a director, other than removal pursuant to a shareholder resolution due to a breach of fiduciary duties, any unvested awards granted to such director in virtue of such position and held by such director will immediately become vested. In 2023, Jean-Michel Halfon and Nechemia (Chemi) J. Peres received accelerated vesting of equity in connection with their completion of Board service. |

  34. 2023 Director Compensation

    | (3) During his service as Chairman of the Board, Dr. Barer is entitled to an annual fee of $255,000 and an annual equity-based award with an approximate grant date fair value of $285,000. |

  35. 2023 Director Compensation

    | (4) Jean-Michel Halfon stepped down from the Board in May 2023. |

  36. 2023 Director Compensation

    | (5) Nechemia (Chemi) J. Peres’s term on the Board ended in June 2023. |

  37. 2023 Director Compensation

    | (6) Prof. Varda Shalev was appointed to the Board effective September 1, 2023. |

  38. 2023 Director Compensation

    Mr. Richard D. Francis was not and will not be entitled to any compensation in his capacity as a member of the Board or any committee thereof.

  39. 2023 Director Compensation

    | 22 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  40. Compensation Philosophy and Objectives

    | (ii) align executive officers’ interests with those of Teva and its shareholders over the long term; |

  41. Compensation Philosophy and Objectives

    | (iii) | provide competitive compensation to attract and retain talent; and |

  42. Key Aspects of 2023 Executive Compensation

    | 1. | 2023 CEO Compensation: Majority Performance-Based (Total and Long-Term Incentive Equity) |

  43. Key Aspects of 2023 Executive Compensation

    Effective January 1, 2023, the Company appointed Richard D. Francis to serve as President and CEO. Approximately 88% of our CEO’s 2023 compensation was variable and at-risk, with the substantial majority being performance-based. In addition, 70% of our CEO’s annual long-term incentive equity grant was in the form of performance share units (“PSUs”). The PSUs are subject to three-year performance metrics tied to our key goals and there is a relative Total Shareholder Return (“TSR”) modifier (+/-10%). The PSUs will vest, if at all, at the end of the performance period. The other 30% of our CEO’s annual long-term incentive equity grant was in the form of time-based restricted share units (“RSUs”), which vest over four years. In connection with the transition to a new CEO and as is common when a new CEO is appointed following a longer-tenured CEO, the HR and Compensation Committee considered pay quantum and structures for CEOs at peer companies, advice from its independent compensation consultant and other factors, and set Mr. Francis’ target total annual compensation 12% below the outgoing CEO, with a lower base salary, lower target annual incentive cash value and lower target PSU and RSU grant value. As part of his hiring, he received a sign-on equity award with a value of $10 million, of which 50% was PSUs and 50% was RSUs, along with a $5 million cash sign-on bonus, with a portion of such cash and equity being in replacement of awards foregone at his prior employer to incentivize him to accept the job offer with Teva.

  44. Key Aspects of 2023 Executive Compensation

    | Executive | Principal Position | Base Salary | Target Annual Incentive | Target Long-Term Incentive: PSUs (*) | Target Long-Term Incentive: RSUs (*) | Total (*) | | Richard Francis | CEO | $1,600,000 | $2,400,000 | $6,300,000 | $2,700,000 | $13,000,000 | | % of Total Target Compensation | | 12% | 18% | 49% | 21% | 100% | | % of Long-Term Incentive | | | | 70% | 30% | |

  45. Key Aspects of 2023 Executive Compensation

    | 2. | 2023 Long-Term Incentives: 70% Performance-Based Equity for CEO, 50% for all other NEOs; High Threshold Performance Level; Three-Year Performance Period |

  46. Key Aspects of 2023 Executive Compensation

    In addition to 70% of the CEO’s target equity grant in the form of PSUs, similar to 2022, 50% of the value of the target equity grant for our other executive officers is subject to performance-based vesting conditions in the form of PSUs, and the other 50% is in the form of time-based RSUs. This enhances the strong link between pay and performance for our NEOs and the alignment of the interests of the NEOs with those of Teva and its shareholders. A minimum of 85% of target performance must be achieved in order to earn any PSUs for a particular metric, which is a rigorous and challenging level. The HR and Compensation Committee and the Board established a three-year performance period.

  47. Key Aspects of 2023 Executive Compensation

    Long-Term Incentives. For the 2021-2023 PSUs, the HR and Compensation Committee and the Board determined that the achievement for the combined three-year performance period was 94% of the target for Net Revenue, resulting in an earning percentage of 70%, and achievement of 93% of the target for Non-GAAP Operating Income, resulting in an earning percentage of 64%. The weighted average of these earning percentages, 67%, was then subject to a relative TSR modifier, which reduced the payout by 18% based on our TSR ranking relative to the TSR peer group, resulting in a modified final earning percentage of 55% of the target number of PSUs. Annual Cash Incentives. At the beginning of 2023, we established annual cash incentive plan targets for Non-GAAP EPS and Free Cash Flow that were aligned to the middle of the range of our outlook as communicated to investors in February 2023. The 2023 Non-GAAP EPS goal was set at $2.40 and the Free Cash Flow goal was set at $1.96 billion. In setting these goals, the HR and Compensation Committee took into account various factors, including forecasted growth levels for the global economy, for the geographic areas where the Company operates and for the market for generic products, as well as the recognition that goals were being established before our new CEO’s development and implementation of the Pivot to Growth strategy. In addition, the goals were based on the assumptions communicated to investors in February 2023, including:

  48. Key Aspects of 2023 Executive Compensation

    In light of all of these factors, these goals were considered rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks we were facing. Downward Modification. For the 2023 annual incentive plan, based on the annual results as reported in the Annual Report on Form 10-K for the year ended December 31, 2023, the Company’s achievement should have been 107% of our 2023 Non-GAAP EPS target, and 122% of our 2023 Free Cash Flow target. However, in October 2023, the Company had announced a collaboration with Sanofi to co-develop a Teva product candidate for the treatment of Ulcerative Colitis and Crohn’s Disease under which Teva received an upfront payment in 2023 of $500 million. The HR and Compensation Committee and the Board determined to modify downward the Company Financial performance achievement, so that the outcome did not result in an unintended windfall, while still recognizing the considerable effort expended to achieve the result and the strategic and financial significance of this collaboration. The HR and Compensation Committee reduced the Company Financial performance achievement to 100%, a reduction of approximately 7% from the performance achievement of Non-GAAP EPS and 22% from the performance achievement of Free Cash Flow determined when the upfront payment was included. Based on this downward adjustment in the performance achievement, along with the determinations of the NEOs’ individual performance achievement (which represented 25% of the target total opportunity), the HR and Compensation Committee and the Board approved an annual incentive plan payout of 108% of target for the CEO and between 50% and 113% of target for the other NEOs.

  49. Compensation Philosophy

    | - | Competitive compensation to attract and retain talent: We compete with global companies to attract and retain highly talented professionals with the necessary capabilities to promote creativity, encourage high achievement, manage our complex business and worldwide operations and execute our strategy. The HR and Compensation Committee and the Board reference, among other things, the amounts and structures of the compensation of executive officers in the companies in our peer group in determining competitive pay levels. |

  50. Compensation Governance

    | What We Do | | | Shareholder Engagement | We reach out to shareholders to understand and address their perceptions and concerns 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 use PSUs with 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. |

  51. Compensation Governance

    | What We Do | | | 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. | | 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. |

  52. Compensation Governance

    | 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. |

  53. Key Participants

    | 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 plan - 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 |

  54. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The HR and Compensation Committee has the authority to retain independent compensation consultants to assist it in the performance of its duties and responsibilities without consulting or obtaining the approval of management of the Company. For 2023, the HR and Compensation Committee retained Semler Brossy Consulting Group LLC (“Semler Brossy”) as its independent compensation consultant. Semler Brossy reported directly to, and was directly accountable to, the HR and Compensation Committee. While the HR and Compensation Committee took into consideration the review and recommendations of this independent advisor when making decisions about the Company’s executive officer and director compensation practices and governance related topics, the HR and Compensation Committee ultimately made its own independent decisions about these matters. The HR and Compensation Committee assessed the independence of Semler Brossy pursuant to the rules of the SEC and the NYSE. In doing so, the HR and Compensation Committee considered the factors set forth by the SEC and NYSE with respect to a compensation consultant’s independence. The HR and Compensation Committee also considered the nature and amount of work performed for the HR and Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. After these reviews, the HR and Compensation Committee concluded that there were no conflicts of interest, and that Semler Brossy was independent pursuant to SEC and NYSE rules. In December 2023, the HR and Compensation Committee engaged a new independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”). Meridian reported directly to the HR and Compensation Committee, and the HR and Compensation Committee had the sole authority to retain, terminate and obtain the advice of Meridian at the Company’s expense. The HR and Compensation Committee assessed the independence of Meridian pursuant to SEC and NYSE rules and concluded that there were no conflicts of interest.

  55. Compensation Peer Group and Peer Selection Process

    Compensation Peer Group and Peer Selection Process The HR and Compensation Committee believes that obtaining relevant market and benchmark data is very important to making determinations about executive compensation. This information provides a solid reference point for making decisions and very helpful context even though, relative to other companies, there are differences and unique aspects of the Company. The HR and Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources when making decisions about the structure and component mix of our executive compensation program. The HR and Compensation Committee also considers broader industry practices and our competitors for talent. The HR and Compensation Committee has developed and maintained a relevant group of peer companies (the “Peer Group”) that represent the companies with which we believe we primarily compete for talent. The HR and Compensation Committee generally use the following criteria when conducting the initial screening of the Peer Group:

  56. Compensation Peer Group and Peer Selection Process

    | - | Industry: Pharmaceutical sector/subsector; |

  57. Compensation Peer Group and Peer Selection Process

    | - | Company size: $10 billion to $40 billion of revenues, market capitalization of $10 billion to $160 billion, and a similar number of employees as Teva; and |

  58. Compensation Peer Group and Peer Selection Process

    | - | Global presence and geography: Global footprint and breadth, with focus on U.S. and European markets; the HR and Compensation Committee made a conscious decision to include both U.S. and non-U.S. companies (in terms of headquarters and country of primary exchange listing) in order to reflect Teva’s international presence and competition in the global talent market. |

  59. Compensation Peer Group and Peer Selection Process

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  60. Compensation Peer Group and Peer Selection Process

    In general, the HR and Compensation Committee accords less weight to market capitalization due in part to the number of factors that can influence and cause volatility in the spot price of the common stock of a company. In addition, the HR and Compensation Committee views the consistency and robustness of the peer group over time as being very important. The Peer Group established for setting 2023 compensation consisted of the following companies:

  61. Compensation Peer Group and Peer Selection Process

    | Company | Headquarters | Revenues (*) ($ in millions) (Fiscal Year End) | Market Cap (*) ($ in millions) October 28, 2022 | Employees (*) | | AbbVie, Inc. | United States | $56,197 | $260,957 | 50,000 | | Amgen, Inc. | United States | $25,979 | $146,469 | 22,000 | | Astellas Pharma, Inc. | Japan | $10,674 | $25,056 | 15,455 | | AstraZeneca Plc | United Kingdom | $37,417 | $181,792 | 70,600 | | Biogen, Inc. | United States | $10,982 | $40,938 | 9,600 | | Bristol-Myers Squibb Co. | United States | $46,385 | $170,535 | 30,000 | | Eli Lilly & Co. | United States | $28,318 | $341,968 | 38,815 | | Gilead Sciences, Inc. | United States | $27,305 | $99,354 | 14,400 | | GlaxoSmithKline Plc | United Kingdom | $46,192 | $66,459 | 100,000 | | Merck KGaA | Germany | $22,389 | $72,650 | 61,508 | | Novo Nordisk A/S | Denmark | $21,536 | $245,311 | 49,295 | | Sanofi | France | $44,552 | $107,357 | 95,442 | | Takeda Pharmaceutical Co., Ltd. | Japan | $49,580 | $29,391 | 40,413 | | Viatris, Inc. | United States | $17,886 | $12,211 | 37,000 |

  62. Compensation Peer Group and Peer Selection Process

    | (*) | Source: Dow Jones (October 2022). |

  63. Compensation Peer Group and Peer Selection Process

    | | Revenues ($ in millions) | Market Cap ($ in millions) | Employees | | Teva Pharmaceutical Industries Ltd. Percentile Rank | 13th | 0 | 49th | | Median | $27,812 | $103,356 | 44,055 |

  64. Compensation Peer Group and Peer Selection Process

    The HR and Compensation Committee periodically reviews the Peer Group to ensure that the companies included continue to meet the primary selection criteria outlined above. The HR and Compensation Committee decided to keep the same Peer Group as the prior year. The HR and Compensation Committee and the Board consider data from the Peer Group companies as a reference point in reviewing market pay levels, allocations and practices, but do not tie CEO and executive officer compensation to specific market percentiles. Other factors considered when setting the compensation of our CEO and executive officers include sustained performance, criticality of contributions to Teva, and the executive officer’s role, skills, experience and development. The HR and Compensation Committee retains discretion in determining the nature and extent of the use of Peer Group data. Internal Considerations. The HR and Compensation Committee also reviews relevant internal ratios between executive officer compensation and the compensation of other employees, specifically the average and median values of other employee compensation, and its potential effect on the Company’s labor relations in connection with the review and approval of compensation to executive officers.

  65. Compensation Peer Group and Peer Selection Process

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  66. 2023 Components in General

    | 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 based on the level of achievement relative to Company and individual performance objectives that are pre-determined annually Weighted performance against goals must be at least 85% of target and other predetermined thresholds must be met in order for any payout to occur Cash incentives are capped at a maximum of 200% of 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 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 |

  67. 2023 Components in General

    | Element | Description | Additional Detail | | 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 executive officers Performance Share Units (“PSUs”): Restricted share units that are earned only upon the attainment of performance goals over the 3-year period Corporate performance against goals must be at least 85% of target in order for the award to be earned for that metric Awards are capped at 165% of target number of shares if achievement level is at least 120% of performance goal and relative TSR performance is at the 75th percentile of peers 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 2023, 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 50% of the value granted in the form of PSUs and 50% in the form of RSUs |

  68. 2023 Target Pay Mix

    2023 Target Pay Mix The target pay mix supports the core principles of our executive officer compensation philosophy of compensating for performance and aligning executive officers’ interests with those of Teva and its shareholders, by emphasizing short- and long-term incentives. The following charts outline the HR and Compensation Committee and the Board’s allocation of annual target total direct compensation payable to the CEO and to other NEOs. The HR and Compensation Committee and the Board allocated compensation among (i) base salary, (ii) short-term annual cash incentive opportunity and (iii) long-term annual equity. A sizeable majority of target total direct compensation is variable, at-risk pay, consistent with our pay-for-performance philosophy. Specifically, in 2023, 88% of our CEO’s target total direct compensation was at-risk compensation, and 78%, on average, of the target total direct compensation of our other NEOs was at-risk compensation. We consider compensation to be “at risk” if it is subject to performance-based payment or vesting conditions or if its value depends on stock price appreciation.

  69. Annual Cash Incentives

    Annual Cash Incentives The annual cash incentive component aims to incentivize our executives to reach our annual goals. Annual cash incentives are designed to provide a significant pay-for-performance element of our executive compensation package, as payout eligibility and levels are determined based on actual financial and operational performance, as well as individual performance. Pursuant to our Compensation Policy, which serves as a shareholder-approved framework, executive officer target annual cash incentive opportunity is capped at 100% of annual base salary, and for the CEO, target annual cash incentive opportunity is capped at 150% of annual base salary. In addition, the maximum annual cash incentive payout cannot exceed 200% of target annual cash incentive. The 2023 annual cash incentive plan offers incentives to the executive officers to accomplish certain short-term financial results that the HR and Compensation Committee and Board view as key steps in the execution of our overall business strategy, with the intent ultimately of increasing shareholder value. The amount of the payout, if any, under the annual cash incentive plan is determined as follows:

  70. Annual Cash Incentives

    | Eligible SalaryX | Target Incentive %X | Overall Performance Factor % |

  71. Annual Cash Incentives

    =

  72. Annual Cash Incentives

    | Annual Cash Incentive Plan Payout |

  73. Annual Cash Incentives

    Target Opportunities The HR and Compensation Committee and the Board determine the target annual cash incentive opportunity available to each NEO by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. The HR and Compensation Committee and the Board did not change the target incentive percentages for our recurring NEOs from 2022 levels.

  74. Annual Cash Incentives

    | Executive | 2023 Target Annual Cash Incentive (% of Base Salary) | | Richard Francis | 150% | | Eli Kalif | 100% | | Richard Daniell | 100% | | Eric Drapé | 100% | | Mark Sabag | 100% |

  75. Annual Cash Incentives

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  76. Annual Cash Incentives

    Performance Measures The HR and Compensation Committee and the Board used the same performance measure categories, Company Financial and Individual, and weightings as in 2022:

  77. Annual Cash Incentives

    | Category | Weighting | Metric Weighting | | Company Financial | 75% | 50% Non-GAAP EPS | | | | 25% Free Cash Flow | | Individual | 25% | See Below |

  78. Annual Cash Incentives

    Company Financial Measures. The HR and Compensation Committee and the Board believe that certain financial measures are key performance indicators of the present and future prospects of our business and key drivers of shareholder value, and selected the following financial measures for use in the annual cash incentive plan:

  79. Annual Cash Incentives

    | - | Non-GAAP Earnings Per Share: This measure of income is calculated as net income attributable to ordinary shareholders divided by the weighted average number of shares outstanding (fully diluted) and represents profitability. It focuses managers on expense control in addition to revenue generation and is viewed as a strong indicator of sustained performance over the short- and long-term. |

  80. Annual Cash Incentives

    | - | Free Cash Flow: This measure, for purposes of the Annual Cash Incentive, is calculated as the cash flow generated from operating activities, cash received for beneficial interest collected in exchange for securitized trade receivables (under our EU securitization program) and proceeds from divestitures of businesses and other assets, net of capital investments. It serves to focus employees on generating cash in the short- and long-term to fund operations and pay debt. It focuses managers on expense control in addition to revenues and on improvement in working capital. |

  81. Annual Cash Incentives

    These performance measures were selected because they focus management on metrics that align with our most critical strategic priorities of generating revenue, controlling expenses and improving profitability, and generating cash and servicing debt, and give a clear line of sight into how achieving operating goals drives Teva performance and generates rewards. We use non-GAAP measures as our compensation performance metrics, as do many other companies, because they are used by management and our Board, in conjunction with other performance metrics, to evaluate our operational performance, and to prepare and evaluate our work plans and annual budgets. While other qualitative factors and judgment also affect the determination of performance targets that in turn determine the levels of annual compensation, the principal quantitative element in the determination of such compensation are performance targets tied to the work plan, which are based on these non-GAAP measures. The non-GAAP measures we use as the basis of our compensation performance metrics exclude items which management believes are non-recurring and not reflective of the Company’s underlying business performance so that compensation is not disproportionately impacted by factors unrelated to the ongoing operation of our business by management. The adjustments made to arrive at non-GAAP measures enable the metrics to reflect the core business performance of the Company and executive officers for the performance period. Using the non-GAAP measures as the basis for our compensation performance metrics aligns such metrics with the intent of the HR and Compensation Committee in setting business performance-related goals for our executive officers. For more information on the non-GAAP measures we use for our compensation performance metrics and how such non-GAAP measures are calculated, please see the earnings press release furnished with our Current Report on Form 8-K filed with the SEC on January 31, 2024. For a reconciliation of these non-GAAP measures to their most directly comparable financial measures calculated and presented in accordance with GAAP, please see Appendix A hereto.

  82. Annual Cash Incentives

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  83. Annual Cash Incentives

    Threshold, Target, and Maximum Company Performance Levels. The HR and Compensation Committee and the Board set the 2023 threshold, target and maximum performance levels at levels that were considered rigorous, aggressive and challenging, attainable only with strong performance, and that took into account the relevant risks and opportunities. The HR and Compensation Committee developed in conjunction with our 2023 business plan and corresponding incentive plan performance metric targets, which were based on the business plan and were aligned to the middle of the range of our outlook as communicated to investors in February 2023. In setting these goals, the HR and Compensation Committee took into account various factors, including forecasted growth levels for the global economy, for the geographic areas where the Company operates and for the market for generic products, as well as the recognition that goals were being established before our new CEO’s development and implementation of the Pivot to Growth strategy. In addition, the goals were based on key assumptions communicated to investors in February 2023, including:

  84. Annual Cash Incentives

    | - | Anticipated continued decline in COPAXONE revenue from $691 million in 2022 to approximately $500 million in 2023, due to an expected increase in generic competition; |

  85. Annual Cash Incentives

    | - | Anticipated continued increase of AUSTEDO revenue from $971 million in 2022 to approximately $1.2 billion in 2023; and |

  86. Annual Cash Incentives

    | - | Anticipated continued increase of global AJOVY revenue from $377 million in 2022 to approximately $400 million in 2023. |

  87. Annual Cash Incentives

    In light of all of these factors, these goals were considered rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks we were facing. After setting the targets, the HR and Compensation Committee and the Board also set the threshold and maximum performance levels. To achieve threshold performance, 85% of target performance for each Company performance metric must be attained, which is a rigorous and challenging level of achievement that must be met. An achievement percentage of less than 85% of target for either Non-GAAP EPS or Free Cash Flow would result in no annual cash incentive payment for executive officers. The HR and Compensation Committee and the Board set the maximum level of performance at 120% of target for each Company performance metric, a level that presented a significant challenge requiring exceptionally strong performance. Based on the annual results as reported in the Annual Report on Form 10-K for the year ended December 31, 2023, the Company’s achievement should have been 107% of our 2023 Non-GAAP EPS target, and 122% of our 2023 Free Cash Flow target. However, in October 2023, the Company had announced a collaboration with Sanofi to co-develop a Teva product candidate for the treatment of Ulcerative Colitis and Crohn’s Disease under which Teva received an upfront payment in 2023 of $500 million. The HR and Compensation Committee and the Board determined to modify downward the Company Financial performance achievement, so that the outcome did not result in an unintended windfall, while still recognizing the considerable effort expended to achieve the result and the strategic and financial significance of this collaboration. The HR and Compensation Committee reduced the Company Financial performance achievement to 100%, a reduction of approximately 7% from the performance achievement of Non-GAAP EPS and 22% from the performance achievement of Free Cash Flow determined when the upfront payment was included.

  88. Annual Cash Incentives

    | Weighting | Performance Metric | Threshold (85%) | Target (100%) | Maximum (120%) | Actual Results | % Achievement | Downward Adjusted % Achievement | | 50% | Non-GAAP EPS | $2.04 | $2.40 | $2.88 | $2.56 | 107% | 100% | | 25% | Free Cash Flow | $1.66B | $1.96B | $2.35B | $2.39B | 122% | 100% |

  89. Annual Cash Incentives

    Individual Measures. The remaining 25% of the measures under the 2023 annual cash incentive plan were individual performance measures established by the HR and Compensation Committee and the Board early

  90. Annual Cash Incentives

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  91. Annual Cash Incentives

    in the year. These measures included components specific to the nature of each executive officer’s position and area of responsibility. The HR and Compensation Committee and the Board established measures that it viewed as rigorous and challenging, requiring significant effort to achieve. The HR and Compensation Committee and the Board evaluated performance with respect to the individual measures by determining an individual performance rating and individual performance achievement percentage, which was then used as a component for determining the overall performance factor.

  92. Annual Cash Incentives

    | Executive | Individual Goals | Key Performance Accomplishments | % Achievement | | Richard Francis | - Developing and beginning to implement a corporate growth strategy - Achieving global sales targets - Driving innovative product growth - Achieving Sustainability targets related to reduction in absolute Scope 1, 2 and 3 Greenhouse Gas emissions; developing, launching, and expanding access to medicine programs; completing new regulatory submissions in low- and middle-income countries of Teva products on the World Health Organization Essential Medicines List across several therapeutic areas; and increasing ESG rating scores | - Led the formulation of our “Pivot to Growth” strategy, which was presented at a May 2023 Investor Day - Increased global revenues by 6% in U.S. dollars, or 7% in local currency terms compared to 2022 - Grew AUSTEDO by 28% and AJOVY by 16% compared to 2022 - Launched UZEDY in the U.S. in May 2023 - Collaborated with Royalty Pharma to accelerate clinical research with a funding agreement - Collaborated with Sanofi on our anti-TL1A asset; Teva received an upfront payment of $500 million in 2023. - Continued to build out management team with appointment of two new executive officers in 2023 - By end of 2023, launched 7 access programs (out of a 2025 target of 8) and made 46 regulatory submissions (61% of the 2025 target); continued to increase or maintain our ESG ratings performance | 120% | | Eli Kalif | - Supporting the new CEO in developing and beginning to implement a corporate growth strategy - Achieving financial targets - Achieving employee engagement and retention targets - Achieving Sustainability targets related to Sustainability-Linked Bonds and external commitments - Achieving other strategic initiatives | - Collaborated in the development of our “Pivot to Growth” strategy, which was presented at a May 2023 Investor Day - Generated free cash flow of $2,387 million, a 6% increase compared to 2022 - Non-GAAP operating income was $4,361 million, a 5% increase compared to 2022 - Non-GAAP diluted earnings per share were $2.56, a 2% increase compared to 2022 - Continued to make steady progress toward sustainability goals | 110% |

  93. Annual Cash Incentives

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  94. Annual Cash Incentives

    | Executive | Individual Goals | Key Performance Accomplishments | % Achievement | | Richard Daniell | - Supporting the new CEO in developing and beginning to implement a corporate growth strategy - Achieving regional sales targets and sales targets for new innovative and generic products - Achieving employee engagement and retention targets - Achieving Sustainability targets related to developing and launching an access to medicines program - Achieving other strategic initiatives | - Collaborated in the development of our “Pivot to Growth” strategy, which was presented at a May 2023 Investor Day - Increased Europe revenues by 7% in U.S. dollars, or 5% in local currency terms compared to 2022 - Grew AJOVY in Europe by 29% in U.S. dollars, or 27% in local currency terms compared to 2022 - Continued to make steady progress toward sustainability goals | 97% | | Eric Drapé | - Supporting the new CEO in developing and beginning to implement a corporate growth strategy - Achieving targets related to quality, environmental, health and safety, and customer service - Achieving global gross margin and business unit targets - Achieving employee engagement and retention targets - Achieving Sustainability targets related to reduction in absolute scope 1, 2 and 3 Greenhouse Gas emissions and mitigation for antimicrobial resistance discharges | - Collaborated in the development of our “Pivot to Growth” strategy, which was presented at a May 2023 Investor Day - Continued the implementation of our global Environment Health and Safety management system in all countries where we operate - Completed numerous inspections by various regulatory agencies of our finished dosage pharmaceutical and API plants and actively engaged in discussions with authorities to mitigate drug shortages; participated in several industry-wide task forces - Continued to promote climate change mitigation and adaptation strategy according to international standards | 60% |

  95. Annual Cash Incentives

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  96. Annual Cash Incentives

    | Executive | Individual Goals | Key Performance Accomplishments | % Achievement | | Mark Sabag | - Supporting the new CEO in developing and beginning to implement a corporate growth strategy - Achieving regional sales targets and sales targets for new innovative and generic products - Achieving employee engagement and retention targets - Achieving Sustainability targets related to developing, launching, and expanding access to medicine programs, and completing new regulatory submissions in low- and middle-income countries of Teva products on the World Health Organization Essential Medicines List across several therapeutic areas - Achieving other strategic initiatives | - Collaborated in the development of our “Pivot to Growth” strategy, which was presented at a May 2023 Investor Day - Increased International Markets revenues by 3% in U.S. dollars, or 16% in local currency terms compared to 2022 - Grew AJOVY in International Markets by 25% in U.S. dollars, or 35% in local currency terms, compared to 2022 - Despite the war in Israel, maintained full business continuity with uninterrupted supply of medicines - Continued to make steady progress toward sustainability goals | 110% |

  97. Annual Cash Incentives

    Compliance Modifier. Strong individual goal performance by the CEO and NEOs, as measured by the various components, is fully rewarded only if there are no substantial compliance events. Individual goals performance achievement may be decreased by up to 100% if there is a substantial compliance event. Embedding Sustainability in Individual Measures. The HR and Compensation Committee and the Board set the individual goals for executive officers to ensure greater alignment with key strategic priorities. In addition to continuing to include items that align with other strategic objectives, a continuing area of focus was sustainability. In recent years, investors and other stakeholders have brought sustainability issues to the fore. The CEO and all other executive officers were given objective and measurable goals directly related to our renewed sustainability strategy including reduction in absolute Scope 1, 2 and 3 Greenhouse Gas emissions; developing, launching, and expanding access to medicine programs; completing new regulatory submissions in low- and middle-income countries of Teva products on the World Health Organization Essential Medicines List across several therapeutic areas; compliance and ethics, inclusion and diversity, and other objectives.

  98. Annual Cash Incentives

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  99. Annual Cash Incentives

    Overall Performance Factor and Payout Calculation Overall Performance Factor. The HR and Compensation Committee and the Board calculated an overall performance factor for each executive officer by taking the weighted average of the achievement percentages of the Company financial measures and the individual measures. Specifically, the HR and Compensation Committee takes the non-GAAP EPS achievement percentage times the weight allocated to that measure, the Free Cash Flow achievement percentage times the weight allocated to that measure, and the individual measure achievement percentage for each NEO and the weight allocated to the individual measure, and determines the overall weighted average achievement percentage. As a last step, that overall weighted average achievement percentage is then converted to an overall performance factor based on the payout curve set forth in the table below.

  100. Annual Cash Incentives

    | 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% | 0% (no annual cash incentive payment) | | Threshold | 85% | 25% | | Target | 100% | 100% | | Maximum Cash Incentive | 120% | 200% (133% for CEO) |

  101. Annual Cash Incentives

    | (1) Payouts are determined linearly based on a straight-line interpolation of the applicable payout range (i.e., for the CEO 5.0% for each percentile change in weighted average performance between threshold and target and 1.7% for each percentile change in performance between target and maximum, and for other executive officers, 5% for each percentile change in weighted average performance between threshold and maximum). No additional payout is made for weighted average performance achievement in excess of 120%. |

  102. Annual Cash Incentives

    The HR and Compensation Committee and the Board reviewed Company financial and individual performance against objectives in order to make determinations regarding whether any payouts were due under our annual incentive plan. The table below sets forth the calculation of the overall performance achievement percentage and performance factor for our CEO and other NEOs:

  103. Annual Cash Incentives

    | Executive | Non-GAAP EPS % Achievement (50% weighting) | Free Cash Flow % Achievement (25% weighting) | Individual Performance % Achievement (25% weighting) | Overall Weighted Avg Performance Achievement % | Overall Payout Performance Factor% | | Richard Francis | 100% | 100% | 120% | 105% | 108% | | Eli Kalif | 100% | 100% | 110% | 103% | 113% | | Richard Daniell | 100% | 100% | 97% | 99% | 96% | | Eric Drapé | 100% | 100% | 60% | 90% | 50% | | Mark Sabag | 100% | 100% | 110% | 103% | 113% |

  104. Annual Cash Incentives

    The HR and Compensation Committee and the Board then took the target award opportunity and applied the overall payout performance factor to determine the total 2023 annual incentive plan payout for the CEO and each NEO.

  105. Annual Cash Incentives

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  106. Annual Cash Incentives

    This amount is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table presented below under the “Additional Compensation Information” section.

  107. Annual Cash Incentives

    | Executive | Eligible Base Salary ($) (1) | Target Annual Cash Incentive (% of Base Salary) | Target Award ($) | Overall Payout Performance Factor (2) | Payout ($) (3) | | Richard Francis | $1,600,000 | 150% | $2,400,000 | 108% | $2,600,000 | | Eli Kalif | $781,918 | 100% | $781,918 | 113% | $880,504 | | Richard Daniell | $772,754 | 100% | $772,754 | 96% | $743,372 | | Eric Drapé | $740,353 | 100% | $740,353 | 50% | $370,147 | | Mark Sabag | $688,147 | 100% | $688,147 | 113% | $774,323 |

  108. Annual Cash Incentives

    | (1) Eligible base salary is generally defined as actual base salary earned during the year. |

  109. Annual Cash Incentives

    | (2) Percentages have been rounded to the nearest whole percentage. |

  110. Annual Cash Incentives

    | (3) Annual cash incentive payout amount is calculated in the currency in which the amount is paid and converted to U.S. dollars. |

  111. Long-Term Incentive Equity-Based Compensation

    Long-Term Incentive Equity-Based Compensation The third and largest main component of the executive compensation program is long-term equity incentives. Equity-based compensation is intended to incentivize and reward for future long-term performance, as reflected by the market price of our shares and/or other performance criteria, and is used to foster a long-term link between executive officers’ interests and the interests of Teva and its shareholders. Equity-based compensation is also intended to attract, motivate and retain executive officers for the long term by (i) providing them with a meaningful interest in Teva’s share performance; (ii) linking equity-based compensation to potential and sustained performance; and (iii) spreading benefits over a longer performance cycle through the vesting period mechanism. Pursuant to our Compensation Policy, which serves as a shareholder-approved framework, the minimum full vesting period of all equity-based awards is three years from the date of grant (partial vesting can occur before), the maximum monetary grant date fair value of annual equity-based awards granted to the CEO cannot exceed $11 million at target and to any other executive officer $4.5 million at target, and the maximum number of shares settled for a performance-based equity award shall not exceed 250% of the target number of shares granted.

  112. Long-Term Incentive Equity-Based Compensation

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  113. Long-Term Incentive Equity-Based Compensation

    Equity Vehicles and Mix The HR and Compensation Committee and the Board used the equity vehicles and mix set forth in the following table:

  114. Long-Term Incentive Equity-Based Compensation

    | Type of Long- Term Incentive Vehicle | Proportion of Long- Term Incentive Grant | Vesting Schedule | Performance Metrics (Weighting) | Rationale for Use of Performance Metrics | | Performance Share Units (PSUs) | 70% for CEO; 50% for other executive officers | Three-year cliff vesting | 2023-2025 Non-GAAP Operating Income (50%) | Leading indicator of profitability, expense control and sustained long-term performance | | | | | 2023-2025 Net Revenue from Innovative Products (25%) | In alignment with Pivot to Growth strategy, this is a primary measure of top line growth from patented, proprietary Teva products, to increase specific focus on increasing this aspect of the business | | | | | 2023-2025 Net Revenue from All Other Products (25%) | In alignment with Pivot to Growth strategy, this is a primary measure of top line growth from generic, biosimilar and other Teva products | | | | | 2023-2025 Relative TSR (Modifier) | Strong performance, as measured by the other three operating metrics, is fully rewarded only if it also results in above-median shareholder returns. TSR ties executive officer compensation to shareholder value creation and aligns the interests and experience of executive officers with those of Teva and its shareholders. Relative TSR filters out macroeconomic and other factors that are not within management’s control. The relative TSR modifier for the 2023 award decreases or increases the average earning percentage by up to 10%. | | Restricted Share Units (RSUs) | 30% for CEO; 50% 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 |

  115. Long-Term Incentive Equity-Based Compensation

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 65 |

  116. Long-Term Incentive Equity-Based Compensation

    The HR and Compensation Committee and the Board have structured the mix of equity vehicles and the relative weight assigned to each type to motivate performance against long-term targets and stock price appreciation over the long term and to encourage ownership and retention while aligning executive officers’ interests with those of our shareholders. The RSUs are complementary to the PSUs because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to Teva. Performance Metrics Financial Measures All metrics give recipients a clear line of sight into how achieving operating goals drives Teva performance and generates rewards. For purposes of the PSU performance measures:

  117. Long-Term Incentive Equity-Based Compensation

    | 1) | Non-GAAP Operating Income is defined as consolidated operating income (loss) excluding goodwill impairment; legal settlements and loss contingencies; amortization of purchased intangible assets; intangible assets impairment; other asset impairments, restructuring and other items; and other unallocated items. For a reconciliation of Non-GAAP Operating Income to the most directly comparable financial measure calculated and presented in accordance with GAAP, please see Appendix A hereto. |

  118. Long-Term Incentive Equity-Based Compensation

    | 2) | Net Revenue from Innovative Products is defined as GAAP Net Revenue as reported in the financial statements included in the Company’s Annual Report on Form 10-K for the applicable years for products in our innovative portfolio. |

  119. Long-Term Incentive Equity-Based Compensation

    | 3) | Net Revenue from All Other Products is defined as GAAP Net Revenue from as reported in the financial statements included in the Company’s Annual Report on Form 10-K for the applicable years, excluding products in our innovative portfolio. |

  120. Long-Term Incentive Equity-Based Compensation

    Before the conclusion of the three-year performance period, we do not publicly disclose our specific performance measure targets and the corresponding minimums and maximums because of the potential for competitive harm from such disclosure. These measures are competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The HR and Compensation Committee and the Board believe that they have set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, the targets and achievement relative to such targets will be disclosed. Target, Threshold and Maximum Performance Levels. Similar to the annual cash incentive plan, for the PSUs, the HR and Compensation Committee and the Board defined payout levels representing the number of PSUs to be earned by executive officers based on the level of actual performance relative to the three-year targets.

  121. Long-Term Incentive Equity-Based Compensation

    | 66 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  122. Long-Term Incentive Equity-Based Compensation

    For each of the three measures, Non-GAAP Operating Income, Net Revenue from Innovative Products and Net Revenue from All Other Products, the HR and Compensation Committee determines the Company’s performance achievement percentage for the three-year period. The performance achievement percentage is then converted to an earning percentage as set forth below.

  123. Long-Term Incentive Equity-Based Compensation

    | Level of Achievement of Objectives (*) | Performance Achievement % | Earning Percentage | | Below Threshold | Below 85% | 0% | | Threshold | 85% | 62.5% | | Target | 100% | 100% | | Maximum | 120% | 150% |

  124. Long-Term Incentive Equity-Based Compensation

    | (*) | Linear interpolation will be used to determine the applicable earning percentage between levels. |

  125. Long-Term Incentive Equity-Based Compensation

    The HR and Compensation Committee then calculates the weighted average of the earning percentages for the three performance measures. Relative TSR Modifier. The HR and Compensation Committee and the Board view the inclusion of Total Shareholder Return as critical because it ties executive officer compensation to the shareholder experience and the creation of shareholder value, and it aligns the interests of executive officers with those of Teva and its shareholders. By measuring our stock performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management, and it provides rewards that are more directly aligned with performance through different economic cycles. The average of the earning percentages is multiplied by a modifier that has been determined based on our relative TSR performance for the three-year period as set forth below. The Company’s TSR is ranked relative to our Peer Group; the HR and Compensation Committee and the Board believe that the Peer Group is an appropriate comparator group that is broadly representative in terms of its size, industry, geographic footprint and employee base. The HR and Compensation Committee and the Board tightened the range of the modifier in 2023 to a range of 90% to 110% to reflect a reasonable range of modification and to appropriately balance the various PSU performance elements. See “—III. Compensation Determination Process—Compensation Peer Group and Peer Selection Process” for a list of the peer group companies used for this purpose.

  126. Long-Term Incentive Equity-Based Compensation

    | Level of Achievement of Relative TSR (*) | Relative TSR Ranking | Modifier | | Threshold | Up to 25th percentile | 90% (i.e., 10% less than unmodified average of the earning percentages) | | Target | 50th percentile | 100% | | Maximum | 75th percentile or above | 110% |

  127. Long-Term Incentive Equity-Based Compensation

    | (*) | Linear interpolation will be used to determine the applicable modifier. |

  128. Long-Term Incentive Equity-Based Compensation

    The product of (1) the average of the earning percentages and (2) the relative TSR modifier is multiplied by the target number of PSUs granted to each of the executive officers to determine the final number of PSUs earned by each individual. For example, if the Company’s TSR rank is less than or equal to the 25th percentile, then the average of the earning percentages is multiplied by 90% (equivalent to a reduction of 10%) to determine the final performance factor and then multiplied by the target number of PSUs to determine the final number of earned PSUs. If the Company’s TSR rank is at the 75th percentile or above,

  129. Long-Term Incentive Equity-Based Compensation

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 67 |

  130. Long-Term Incentive Equity-Based Compensation

    then the average of the earning percentages is multiplied by 110% (equivalent to an increase of 10%) and then incorporated into the calculation.

  131. Long-Term Incentive Equity-Based Compensation

    | Average Earning PercentageX | Relative TSR Modifier (90-110%)X | Target Number of PSUs |

  132. Long-Term Incentive Equity-Based Compensation

    =

  133. Long-Term Incentive Equity-Based Compensation

    | Number of Earned PSUs |

  134. Long-Term Incentive Equity-Based Compensation

    Ultimately, the HR and Compensation Committee approves and presents the performance achievement percentages, the calculation of the average earning percentage and the TSR modifier, and the determination of the number of PSUs earned by each executive officer to the Board for its review and approval. 2023 Grants of PSUs and RSUs In making determinations about 2023 long-term equity incentive grants to executive officers, the HR and Compensation Committee and the Board considered, among other things: sustained performance; criticality of contributions to Teva; comparison against our Peer Group; the executive officer’s role, skills, experience and development; internal fairness among executive officers; current value of prior granted equity and pay mix. The portion of executive officer compensation that is composed of these equity vehicles is “at risk” and directly aligned with shareholder value creation. The following table sets forth the 2023 annual grant date fair values at target approved by the HR and Compensation Committee and the Board for the CEO and the other NEOs.

  135. Long-Term Incentive Equity-Based Compensation

    | Executive | PSUs ($) (*) | RSUs ($) (*) | Total ($) (*) | | Richard Francis | $6,300,000 | $2,700,000 | $9,000,000 | | Eli Kalif | $1,000,000 | $1,000,000 | $2,000,000 | | Richard Daniell | $1,000,000 | $1,000,000 | $2,000,000 | | Eric Drapé | $1,000,000 | $1,000,000 | $2,000,000 | | Mark Sabag | $1,000,000 | $1,000,000 | $2,000,000 |

  136. Long-Term Incentive Equity-Based Compensation

    | (*) | Equity values have been rounded to the nearest $10,000. |

  137. Long-Term Incentive Equity-Based Compensation

    Consistent with historical practice, the dollar value allocated to PSUs was converted to a number of units, based on the grant date fair value as determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. The dollar amount allocated to RSUs was converted to a number of shares using the fair market value on the grant date.

  138. Long-Term Incentive Equity-Based Compensation

    | 68 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  139. Long-Term Incentive Equity-Based Compensation

    2021-2023 Performance Share Unit Payout In 2021, the HR and Compensation Committee and the Board selected Net Revenue and Non-GAAP Operating Income as metrics in the PSUs and granted PSUs with performance-based vesting requirements for the three-year performance period of 2021-2023. In connection with the 2021 PSU grants, the number of PSUs earned by the NEOs who were executive officers at the time the grants were made has been determined in two steps as follows. In step one, there were two Company financial performance measures, 2021-2023 Non-GAAP Operating Income and 2021-2023 Net Revenue, each of which was weighted 50%. For each of these two measures, the HR and Compensation Committee and the Board determined the Company’s performance achievement percentage for the three-year period. The performance achievement percentage was then converted to an earning percentage based on the following:

  140. Long-Term Incentive Equity-Based Compensation

    | Level of Achievement of Objectives (*) | % Achievement of Target | Earning Percentage | | Below Threshold | Below 85% | 0% | | Threshold | 85% | 25% | | Target | 100% | 100% | | Maximum | 120% | 200% |

  141. Long-Term Incentive Equity-Based Compensation

    | (*) | Linear interpolation was used to determine the applicable earning percentage between levels. |

  142. Long-Term Incentive Equity-Based Compensation

    The HR and Compensation Committee and the Board then calculated the average of the earning percentages for the two performance measures. In step two, this average of the earning percentages was multiplied by a modifier that was determined based on our TSR performance relative to the companies included in the peer group used as a reference point for 2021 compensation decisions for the three-year period, as set forth below.

  143. Long-Term Incentive Equity-Based Compensation

    | Level of Achievement of Relative TSR (*) | Relative TSR Ranking | Modifier | | Threshold | Up to 25th percentile | 80% (i.e., 20% less than unmodified average of the earning percentages) | | Target | 50th percentile | 100% | | Maximum | 75th percentile | 120% |

  144. Long-Term Incentive Equity-Based Compensation

    | (*) | Linear interpolation was used to determine the applicable modifier. |

  145. Long-Term Incentive Equity-Based Compensation

    The product of (1) the average of the earning percentages and (2) the relative TSR modifier was multiplied by the target number of PSUs granted to the NEOs, to determine the final number of PSUs earned by each individual, except that the number of PSUs to be issued could not exceed 240% of the target number of PSUs. The HR and Compensation Committee and the Board approved an average earning percentage of 67% which was then subject to a relative TSR modifier, which adjusted the earning percentage to be 82% of the actual earning percentage, resulting in a modified earning percentage of 55%.

  146. Long-Term Incentive Equity-Based Compensation

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 69 |

  147. Long-Term Incentive Equity-Based Compensation

    | Weighting | Performance Metric | Threshold (85%) ($B) (*) | Target (100%) ($B) (*) | Maximum (120%) ($B) (*) | Actual Results ($B) | % Achievement | Earning % | | 50% | Non-GAAP Operating Income | 11,807 | 13,890 | 16,668 | 12,901 | 93% | 64% | | 50% | Net Revenue | 42,199 | 49,646 | 59,575 | 46,649 | 94% | 70% | | Weighted Average: | | | | | | | 67% | | Relative TSR Modifier (-18%, reflecting 27th percentile) | | | | | | | 82% | | Final Earning % | | | | | | | 55% |

  148. Long-Term Incentive Equity-Based Compensation

    | (*) | We applied actual foreign exchange rates throughout the period when determining performance achievement. |

  149. Long-Term Incentive Equity-Based Compensation

    Based on this outcome, the NEOs earned Teva PSUs in respect of their 2021-2023 PSU awards as follows (our 2023 CEO had not joined Teva in 2021 when these PSUs were granted):

  150. Long-Term Incentive Equity-Based Compensation

    | Executive | Target Award (# of PSUs) | Final Earning Percentage (*) | Final Award (# of PSUs) | | Eli Kalif | 95,057 | 55% | 52,320 | | Richard Daniell | 100,337 | 55% | 55,226 | | Eric Drapé | 100,337 | 55% | 55,226 | | Mark Sabag | 105,618 | 55% | 58,133 |

  151. Long-Term Incentive Equity-Based Compensation

    | (*) | Percentages have been rounded to the nearest whole percentage. |

  152. Long-Term Incentive Equity-Based Compensation

    RSU Grants to Two NEOs In certain specific circumstances and on rare occasion, the HR and Compensation Committee and the Board may award executive officers supplemental cash or equity grants as an important way to meet the Company’s needs for a specific purpose or during a specific period. In the global pharmaceutical industry, there is heavy competition for executive officers with the skills and experience needed to execute our strategy and lead our team, especially during the critical planning and initial phases of execution of the Pivot to Growth strategy adopted in 2023. Various factors, including geopolitical circumstances, pharmaceutical industry market dynamics, inflation and the employment market have made the situation even more challenging. In addition, our executive officers are desirable as candidates for employment with other organizations, and they receive substantial ongoing interest from other companies. Attracting and retaining executive talent of the caliber of our leaders, and maintaining a stable, consistent team, particularly during a period of leadership transition, is both extremely challenging and vitally important. Our ability to execute our strategy, our future success and the promotion and protection of the interests of our shareholders depend to a great extent on our continuing ability to retain highly qualified and skilled employees. In light of these factors, the HR and Compensation Committee and the Board determined that it was in the best interest of the Company and our shareholders to make certain supplemental RSU grants to Eli Kalif with a fair value of $1.0 million and Richard Daniell with a fair value of $1.5 million, vesting over four years.

  153. Long-Term Incentive Equity-Based Compensation

    | 70 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  154. Leadership Transitions Effective in 2023

    Leadership Transitions Effective in 2023 Appointment of Mr. Richard D. Francis as President and CEO As previously disclosed in our 2023 Proxy Statement, as Mr. Schultz’s agreement was due to expire in November 2023, in 2022 our Board led a global search process (with the assistance of a search firm) to find our next President and CEO. In November 2022, the Board successfully completed this process when it appointed Mr. Francis to the position effective as of January 1, 2023, and he joined the Board at that time. Under Mr. Schultz’s leadership, we stabilized the business and executed a significant operational transformation across our international footprint. In its search, the Board sought a leader with extensive global pharmaceutical experience and both generic and branded experience, who could build on this solid foundation and drive growth. The terms of the employment agreement with Mr. Francis were negotiated in order to induce him to accept the Board’s offer to become our President and CEO, and to render services from the Company’s principal offices in Israel. The Board was mindful of the critical importance of returning to growth, the fierce competition for talented executives in the pharmaceutical industry and the extreme pressure on, and vast duties of, the leader of an international organization of the size and complexity of Teva in approving the components of the compensation package, including the annual base salary, target annual incentive, annual equity grants, and one-time inducement equity grants and cash awards to Mr. Francis. Accordingly, the Board, with the assistance of its independent compensation consultant, developed a compensation package that considered pay structures for CEOs at peer companies, and which includes pay that depends on long-term Company performance as well as the opportunity to accumulate a significant ownership interest in Teva upon the creation of sustained shareholder value. In light of all of these factors, we entered into an employment agreement with Mr. Francis which provides for an initial employment term of three years, subject to automatic renewal for subsequent one-year periods unless either party gives at least 180-day advance notice of non-renewal or termination. Under the Employment Agreement, Mr. Francis receives an annual base salary of $1.6 million, a performance-based target annual cash incentive opportunity equal to 150% of his annual base salary (and a maximum opportunity of 200% of his annual base salary), annual long-term equity incentives with a total target grant date fair value of $9 million with vesting terms similar to other senior executive officers, 70% of which are performance-based and in the form of PSUs and 30% of which are in the form of RSUs, and the same employee benefits as are provided to similarly situated senior executives of the Company. Upon commencing employment, in light of forfeited compensation opportunities at his prior employer and to incentivize him to join the Company, Mr. Francis received (a) the following sign-on equity awards: (i) an RSU award with a grant date fair value of $5 million, which will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to his continued employment through the applicable vesting dates; and (ii) a PSU award with a target grant date fair value of $5 million, which will be earned based on the achievement of stretch performance goals as described below, and (b) a sign-on cash award of $5 million, which will vest and be paid in three installments, with the first installment, equal to $1,500,000, paid on the first business day following the date that Mr. Francis commenced employment with the Company (the “Effective Date”), the second installment, equal to $1,500,000, paid on the first business day following the first anniversary of the Effective Date, and the third installment, equal to $2,000,000, to be paid on the first business day following the third anniversary of the Effective Date, in each case subject to his continued employment through the applicable vesting date. In connection with rendering services from the Company’s principal offices in Israel, Mr. Francis also receives certain housing and travel reimbursements, annual allowance for financial and tax advisory fees, and certain other relocation benefits in accordance with the Company’s policies. The Employment Agreement also provided for a one-time legal fee reimbursement.

  155. Leadership Transitions Effective in 2023

    | Level of Achievement of Objectives (*) | % Achievement of Target | Earning Percentage | | Below Threshold | Below 85% | 0% | | Threshold | 85% | 85% | | Target | 100% | 100% | | Maximum | 120% or above | 120% |

  156. Leadership Transitions Effective in 2023

    For the objectives related to the Sustainability-Linked Bonds, achievement must be 100% to earn any payout for that category of goals. Achievement above 100% will be converted to an earning percentage based on the table above. The HR and Compensation Committee and the Board will then calculate the weighted average of the earning percentages for the four performance measures. The number of PSUs earned will be determined by multiplying the target number of PSUs granted by the PSU earning percentage. Any PSUs that do not become earned PSUs based on performance at the end of the PSU performance period shall immediately be forfeited. In connection with the transition to Mr. Francis as CEO the HR and Compensation Committee set his target total annual compensation 12% below the outgoing CEO, with a lower base salary, lower target annual incentive cash value and lower target PSU and RSU grant value. A portion of the sign-on cash and equity were in replacement of awards foregone at his prior employer.

  157. Supplemental Non-GAAP Income Data

    | - | senior executive officers’ annual compensation is derived, in part, using these non-GAAP measures. While qualitative factors and judgment also affect annual cash incentives, the principal quantitative elements in the determination of the annual cash incentives are the various performance targets tied to the work plan. |

  158. Other Elements of Compensation

    Other Elements of Compensation We generally provide to our executive officers the same benefits that are provided to all employees, including certain health and welfare benefits and other benefits. In addition, our executive officers are provided with certain additional benefits, intended to be competitive with the practices of companies in our Peer Group. Health and Welfare Benefits We offer health and welfare benefits to all eligible employees, including all executive officers, which are tailored to each location’s competitive market. Health and welfare benefits may include medical, dental, prescription drug, vision, life insurance, accidental death and dismemberment, short- and long-term disability coverage and an employee assistance program. Retirement and Other Local Benefits Israel Israeli law generally requires severance pay equal to one month’s salary for each year of employment upon the termination of an employee’s employment due to retirement, death, termination without cause and other circumstances as defined under Israeli law. We make monthly contributions on behalf of our executive officers on Israel payroll to pension plans. These funds provide a combination of pension allowance and/or insurance and severance pay benefits to the executive officers. We contribute 7.5% of an NEO’s monthly salary to the pension component (including disability insurance) and 8.33% of the NEO’s monthly salary to the severance component, and the employee contributes an amount between 6% and 7% of the monthly salary to the pension component. The contributions to the severance component are on account of Teva’s obligation to pay severance upon termination as referenced above. Our CEO and EVP, Global Operations are entitled to similar contributions on behalf of the Company as a pension contribution and on account of severance. Accordingly, a substantial part of our statutory severance obligation is covered by these monthly contributions. Generally, in addition, our NEOs on Israel payroll (excluding those on relocation), like all of our employees in the country, are entitled to participate in a study fund plan, pursuant to which each employee who participates in the plan contributes an amount equal to 2.5% of his or her monthly salary to the study fund and Teva contributes to this fund or pays 7.5% of his or her monthly salary. Furthermore, as is very common and accepted market practice in Israel, we provide eligible employees, including our NEOs on Israel payroll, with a car or car allowance. This is the norm in Israel and this benefit is provided to a broad range of our employees. This benefit is similarly provided in other countries where it is typical market practice. North America Our North American subsidiaries mainly provide various defined contribution plans for the benefit of their employees. Under these plans, contributions are based on specified percentages of pay. In addition, Teva USA offers a supplemental deferred compensation plan to eligible employees. The plan is a nonqualified plan which is intended to work as a complement to the qualified 401(k) Retirement Savings Plan. The plan has been designed to address the “retirement gap” that many senior level employees face, primarily due to IRS-imposed limits on qualified plans and IRAs.

  159. Risk Considerations and Assessment

    Risk Considerations and Assessment Our compensation elements are designed to include mechanisms that reduce incentives to expose Teva to imprudent risks that may harm the Company or our shareholders in the short- and long-term. This is achieved by using tools such as (i) placing maximum limits on short- and long-term incentives; (ii) measuring performance using key performance indicators that are designed to reduce incentives to take excessive risks; (iii) using compensation vehicles with multiple performance measures; (iv) granting a mix of equity-based compensation types that have long-term vesting schedules, which tie the awards to a longer performance cycle; (v) requiring clawback of compensation payments in certain circumstances; and (vi) aligning executive officer interests with Teva and shareholders through meaningful stock ownership guidelines. While the Board and the Audit Committee have overall responsibility for risk oversight, each of the standing committees of the Board regularly assesses risk in its area of oversight in connection with executing its responsibilities. Thus, the HR and Compensation Committee assesses the potential risks arising from our compensation program, policies and practices. The HR and Compensation Committee coordinates with our legal, human resources and other departments, considers shareholder feedback and interests and consults with its compensation consultant. The HR and Compensation Committee reviewed and discussed the assessment for 2023. The HR and Compensation Committee determined that our compensation program, policies and practices do not create risks that are reasonably likely to have a material adverse effect on Teva.

  160. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  161. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (5) | Total ($) | | Richard Francis President and Chief Executive Officer | 2023 | 1,600,000 | 1,500,000 | 18,999,993(6) | 0 | 2,600,000 | 0 | 1,006,887 | 25,706,880 | | Eli Kalif Executive Vice President, Chief Financial Officer | 2023 | 781,918 | 0 | 2,999,984 | 0 | 880,504 | 0 | 281,426 | 4,943,832 | | | 2022 | 780,603 | 0 | 1,999,995 | 0 | 943,877 | 0 | 290,142 | 4,014,617 | | | 2021 | 747,175 | 0 | 1,799,996 | 0 | 715,340 | 0 | 282,472 | 3,544,983 | | Richard Daniell Executive Vice President, European Commercial | 2023 | 772,754 | 0 | 3,499,986 | 0 | 743,372 | 0 | 148,051 | 5,164,163 | | Eric Drapé Executive Vice President, Global Operations | 2023 | 740,353 | 0 | 1,999,990 | 0 | 370,147 | 0 | 1,143,590 | 4,254,080 | | | 2022 | 695,279 | 0 | 1,999,995 | 0 | 709,731 | 0 | 501,828 | 3,906,833 | | | 2021 | 756,108 | 0 | 1,899,989 | 0 | 724,106 | 0 | 432,056 | 3,812,259 | | Mark Sabag Executive Vice President, International Markets Commercial | 2023 | 688,147 | 0 | 1,999,990 | 0 | 774,323 | 0 | 266,674 | 3,729,134 | | | 2022 | 744,787 | 0 | 1,999,995 | 0 | 899,554 | 0 | 279,597 | 3,923,933 | | | 2021 | 765,294 | 0 | 1,999,991 | 0 | 732,686 | 0 | 290,770 | 3,788,741 |

  162. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  163. 2023 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | Name | Approval Date | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Share Awards: Number of Shares or Share Units (#) (3) | Grant Date Fair Value of Share and Option Awards ($) | | Richard Francis | | | Annual Incentive | 600,000 | 2,400,000 | 3,200,000 | | | | | | | | 2/7/2023 | 2/15/2023 | PSU (4) | | | | 478,230 | 538,851 | 646,622 | | 4,999,998 | | | 2/7/2023 | 2/15/2023 | RSU (4) | | | | | | | 484,966 | 4,999,999 | | | 2/7/2023 | 3/3/2023 | PSU | | | | 392,182 | 697,211 | 1,150,399 | | 6,299,999 | | | 2/7/2023 | 3/3/2023 | RSU | | | | | | | 268,924 | 2,699,997 | | Eli Kalif | | | Annual Incentive | 195,479 | 781,918 | 1,563,836 | | | | | | | | 2/7/2023 | 3/3/2023 | PSU | | | | 62,251 | 110,668 | 182,603 | | 999,996 | | | 2/7/2023 | 3/3/2023 | RSU | | | | | | | 99,601 | 999,994 | | | 2/7/2023 | 3/3/2023 | RSU | | | | | | | 99,601 | 999,994 | | Richard Daniell | | | Annual Incentive | 193,188 | 772,754 | 1,545,508 | | | | | | | | 2/7/2023 | 3/3/2023 | PSU | | | | 62,251 | 110,668 | 182,603 | | 999,996 | | | 2/7/2023 | 3/3/2023 | RSU | | | | | | | 99,601 | 999,994 | | | 2/7/2023 | 3/3/2023 | RSU | | | | | | | 149,402 | 1,499,996 | | Eric Drapé | | | Annual Incentive | 185,088 | 740,353 | 1,480,707 | | | | | | | | 2/7/2023 | 3/3/2023 | PSU | | | | 62,251 | 110,668 | 182,603 | | 999,996 | | | 2/7/2023 | 3/3/2023 | RSU | | | | | | | 99,601 | 999,994 | | Mark Sabag | | | Annual Incentive | 172,037 | 688,147 | 1,376,295 | | | | | | | | 2/7/2023 | 3/3/2023 | PSU | | | | 62,251 | 110,668 | 182,603 | | 999,996 | | | 2/7/2023 | 3/3/2023 | RSU | | | | | | | 99,601 | 999,994 |

  164. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End

  165. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | | Name | Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Shares That Have Not Vested (#) (3) | Market Value of Shares or Units of Shares That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That have Not Vested ($) (6) | Vesting Schedule (7) | | Richard Francis | RSUs | 2/15/2023 | | | | | 484,966 | 5,063,045 | | | 33% in 2024, 2025 and 2026 | | | | 3/3/2023 | | | | | 268,924 | 2,807,567 | | | 25% in 2024, 2025, 2026 and in 2027 | | | PSUs | 2/15/2023 | | | | | | | 478,230 | 4,992,724 | 100% in 2026, subject to performance | | | | 3/3/2023 | | | | | | | 435,757 | 4,549,302 | 100% in 2026, subject to performance | | Eli Kalif | RSUs | 2/13/2020 | | | | | 6,630 | 69,217 | | | 33% in 2022, 2023 and 2024 | | | | 2/28/2020 | | | | | 18,430 | 192,409 | | | 25% in 2021, 2022, 2023 and 2024 | | | | 3/5/2021 | | | | | 42,777 | 446,592 | | | 25% in 2022, 2023, 2024, and 2025 | | | | 3/4/2022 | | | | | 100,536 | 1,049,596 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | | | | | 199,202 | 2,079,669 | | | 25% in 2024, 2025, 2026 and 2027 | | | PSUs | 3/5/2021 | | | | | 52,320 | 546,221 | | | 100% in 2024 | | | | 3/4/2022 | | | | | | | 148,942 | 1,554,954 | 100% in 2025, subject to performance | | | | 3/3/2023 | | | | | | | 69,168 | 722,109 | 100% in 2026, subject to performance | | Richard Daniell | Options | 3/12/2014 | 12,502 | | 48.76 | 3/12/2024 | | | | | Vested | | | | 3/12/2015 | 15,001 | | 60.21 | 3/12/2025 | | | | | Vested | | | | 3/17/2016 | 27,504 | | 53.50 | 3/17/2026 | | | | | Vested | | | | 9/9/2016 | 14,571 | | 50.21 | 9/9/2026 | | | | | Vested | | | | 3/3/2017 | 45,003 | | 34.70 | 3/3/2027 | | | | | Vested | | | | 9/18/2017 | 15,011 | | 16.99 | 9/18/2027 | | | | | Vested | | | | 2/9/2018 | 100,457 | | 18.61 | 2/9/2028 | | | | | Vested | | | RSUs | 2/28/2020 | | | | | 20,599 | 215,054 | | | 25% in 2021, 2022, 2023 and 2024 | | | | 3/5/2021 | | | | | 45,152 | 471,387 | | | 25% in 2022, 2023, 2024, and 2025 | | | | 3/4/2022 | | | | | 100,536 | 1,049,596 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | | | | | 249,003 | 2,599,591 | | | 25% in 2024, 2025, 2026 and 2027 | | | PSUs | 3/5/2021 | | | | | 55,226 | 576,559 | | | 100% in 2024 | | | | 3/4/2022 | | | | | | | 148,942 | 1,554,954 | 100% in 2025, subject to performance | | | | 3/3/2023 | | | | | | | 69,168 | 722,109 | 100% in 2026, subject to performance | | Eric Drapé | Options | 3/12/2014 | 15,002 | | 48.76 | 3/12/2024 | | | | | Vested | | | | 2/12/2015 | 54,623 | | 57.35 | 2/12/2025 | | | | | Vested | | | | 2/12/2016 | 54,950 | | 55.75 | 2/12/2026 | | | | | Vested | | | | 2/14/2017 | 62,364 | | 34.90 | 2/14/2027 | | | | | Vested | | | | 9/18/2017 | 33,339 | | 16.99 | 9/18/2027 | | | | | Vested | | | | 2/9/2018 | 50,231 | | 18.61 | 2/9/2028 | | | | | Vested | | | RSUs | 2/28/2020 | | | | | 19,515 | 203,737 | | | 25% in 2021, 2022, 2023 and 2024 | | | | 3/5/2021 | | | | | 45,152 | 471,387 | | | 25% in 2022, 2023, 2024, and 2025 | | | | 3/4/2022 | | | | | 100,536 | 1,049,596 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | | | | | 99,601 | 1,039,834 | | | 25% in 2024, 2025, 2026 and 2027 | | | PSUs | 3/5/2021 | | | | | 55,226 | 576,559 | | | 100% in 2024 | | | | 3/4/2022 | | | | | | | 148,942 | 1,554,954 | 100% in 2025, subject to performance | | | | 3/3/2023 | | | | | | | 69,168 | 722,109 | 100% in 2026, subject to performance |

  166. 2023 Outstanding Equity Awards at Fiscal Year-End

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  167. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | | Name | Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Shares That Have Not Vested (#) (3) | Market Value of Shares or Units of Shares That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That have Not Vested ($) (6) | Vesting Schedule (7) | | Mark Sabag | Options | 3/12/2014 | 73,933 | | 48.76 | 3/12/2024 | | | | | Vested | | | | 2/12/2015 | 67,035 | | 57.35 | 2/12/2025 | | | | | Vested | | | | 2/12/2016 | 64,940 | | 55.75 | 2/12/2026 | | | | | Vested | | | | 2/14/2017 | 90,710 | | 34.90 | 2/14/2027 | | | | | Vested | | | | 2/9/2018 | 118,724 | | 18.61 | 2/9/2028 | | | | | Vested | | | RSUs | 2/28/2020 | | | | | 20,599 | 215,054 | | | 25% in 2021, 2022, 2023, and 2024 | | | | 3/5/2021 | | | | | 47,529 | 496,203 | | | 25% in 2022, 2023, 2024, and 2025 | | | | 3/4/2022 | | | | | 100,536 | 1,049,596 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | | | | | 99,601 | 1,039,834 | | | 25% in 2024, 2025, 2026 and 2027 | | | PSUs | 3/5/2021 | | | | | 58,133 | 606,909 | | | 100% in 2024 | | | | 3/4/2022 | | | | | | | 148,942 | 1,554,954 | 100% in 2025, subject to performance | | | | 3/3/2023 | | | | | | | 69,168 | 722,109 | 100% in 2026, subject to performance |

  168. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) Amounts disclosed in this column reflect the number of options granted to our NEOs that were subject to time-based vesting and have vested. The options generally expire ten years from the date of grant and have an exercise price of no less than 100% of the fair market value of a Teva share on the date of grant. See “2023 Potential Payments Upon Termination or Change in Control” for information on the treatment of options upon retirement, death, disability, termination or change in control. |

  169. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) Amounts disclosed in this column reflect the number of options granted to our NEOs that were subject to time-based vesting that had not vested as of December 31, 2023. |

  170. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (3) Amounts disclosed in this column reflect the number of unvested RSUs granted that were subject to time-based vesting and unvested PSUs granted for the 2021-2023 performance period. The number of PSUs reported in this column reflects the PSUs vested in March 2024 for the 2021-2023 performance period at their actual payout percentage equal to 55% of target performance. As of December 31, 2023, the relevant performance period had been completed and in January 2024 the HR and Compensation Committee and Board determined the performance results and the awards fully vested thereafter. See “2023 Potential Payments Upon Termination or Change in Control” for information on the treatment of RSUs and PSUs upon retirement, death, disability, termination or change in control. |

  171. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (4) Amounts disclosed in this column reflect the market value of the RSUs and PSUs reported in the preceding column using the closing price of a Teva share as reported on the NYSE on December 29, 2023, the last trading day of the year, multiplied by the number of shares underlying each award. This column does not include the value of dividends paid on our ordinary shares during the performance period as no dividends accrue on unvested RSUs and PSUs. |

  172. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (5) Amounts disclosed in this column reflect the number of unearned and unvested PSUs held by our NEOs, based on achievement of all applicable performance goals at target level for the open performance cycle ending in 2024 and at threshold level for the open performance cycle ending in 2025. PSUs generally vest following completion of the year indicated and following the date on which the HR and Compensation Committee and Board certify whether the performance conditions have been achieved. The actual number of PSUs that will be earned in respect of these unvested awards, if any, will be determined at the end of each performance cycle and might be less or more than the number shown in this column. For more information, see “2023 Potential Payments Upon Termination or Change in Control” for information on the treatment of PSUs upon retirement, death, disability, termination or change in control. |

  173. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (6) Amounts disclosed in this column reflect the market value of the unvested PSUs held by our NEOs and reported in the preceding column using the closing price of a Teva share as reported on the NYSE on December 29, 2023, the last trading day of the year, multiplied by the number of shares underlying each award. This column does not include the value of dividends paid on our ordinary shares during the performance period as no dividends accrue on unvested PSUs. |

  174. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (7) This column discloses the vesting dates of outstanding awards held by our NEOs as of December 31, 2023, which generally occur on the relevant anniversary of the date of grant. |

  175. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 85 |

  176. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The table below shows the number of shares each of our NEOs acquired and the values they realized upon the vesting of PSUs and RSUs during 2023. Values are shown before payment of any applicable withholding taxes or brokerage commissions. There were no stock options exercised by the NEOs in 2023.

  177. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Eli Kalif | 124,911 | 1,240,453 | | Richard Daniell | 142,849 | 1,415,634 | | Eric Drapé | 135,140 | 1,339,237 | | Mark Sabag | 144,037 | 1,427,407 |

  178. 2023 Option Exercises and Stock Vested

    | (1) Amounts disclosed in this column reflect the total number of PSUs and RSUs that vested during 2023. |

  179. 2023 Option Exercises and Stock Vested

    | (2) Amounts disclosed in this column reflect the total dollar value realized upon vesting of the PSUs and RSUs, as calculated based on the price of a Teva share on the vesting date, multiplied by the total number of shares underlying each award. |

  180. 2023 Pension Benefits

    2023 Pension Benefits None of our NEOs participate in or have accrued benefits under qualified or non-qualified defined benefit plans sponsored by us.

  181. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation None of our NEOs participate in a nonqualified deferred compensation plan sponsored by us.

  182. 2023 Potential Payments Upon Termination or Change in Control

    2023 Potential Payments Upon Termination or Change in Control In connection with any termination of employment, including if there is a termination in connection with a change in control of the Company, our NEOs would be eligible to receive certain payments, benefits and treatment of the various forms of equity that the NEO holds (provided, in some cases, that certain conditions are met). The amounts that the NEOs would receive are set forth below for the following types of termination of employment: termination for cause, death, disability, retirement, termination without cause, resignation for good reason, resignation without good reason and a termination in connection with a change in control of the Company. In accordance with SEC rules, we have used certain assumptions in determining the amounts shown. We have assumed that the termination of employment or change in control occurred on December 29, 2023, the last business day of the year, and that the value of a Teva share on that day was $10.44, the closing price on the NYSE on December 29, 2023, the last trading day of 2023. Under these SEC rules, the potential payments upon termination do not include certain distributions or benefits which are not enhanced or accelerated by a qualifying termination of employment or change in control. These payments and benefits are referred to as “vested benefits” and include:

  183. 2023 Potential Payments Upon Termination or Change in Control

    | - | Amounts payable when employment terminates under programs generally applicable to the Company’s salaried employees; and |

  184. 2023 Potential Payments Upon Termination or Change in Control

    | - | Vested benefits accrued under the 401(k) and pension plans. |

  185. 2023 Potential Payments Upon Termination or Change in Control

    | 86 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  186. 2023 Potential Payments Upon Termination or Change in Control

    Richard D. Francis Mr. Francis’ employment terms generally require the Company and Mr. Francis to provide 180 days’ notice of termination of employment, other than in connection with termination for cause, death or disability. We may waive Mr. Francis’ services during the notice of termination period or any part thereof, or accelerate the termination date upon mutual agreement, on the condition that we pay him his monthly base salary and all additional compensation and benefits in respect of such waived period. Mr. Francis’ employment terms provide that in connection with his termination of employment, Mr. Francis will be entitled to receive payments associated with termination as required pursuant to applicable Israeli law and certain accrued obligations. Upon termination by the Company without cause or by Mr. Francis with good reason, Mr. Francis will generally be entitled to receive cash severance, together with severance amounts accumulated in his severance account, equal to the product of twenty-four times his monthly base salary (or the minimum amount required under applicable law, if greater). Mr. Francis is also entitled to receive an amount equal to twelve times his monthly base salary, in consideration for, and conditioned upon, his undertaking not to compete with Teva for one year following termination of employment and other restrictive covenants (i.e. confidentiality, non-disparagement and non-solicitation covenants), and his compliance with such undertaking, which amount would be paid in connection with terminations other than in the event of his termination by the Company for cause or his death. Upon his termination due to death, disability, termination without cause, resignation with good reason, and upon non-renewal, Mr. Francis will receive a prorated annual bonus for the year in which the date of termination occurs. In the event that his employment is terminated by the Company without cause or by Mr. Francis with good reason within one year following a change in control and as a result thereof, Mr. Francis will be entitled to an additional lump sum cash payment equal to his current annual salary. Upon his termination due to death, disability, termination without cause and resignation with good reason, Mr. Francis will receive vesting of any portion of his sign-on cash award and sign-on RSU award that is unvested on the date of termination, and continued vesting of his sign-on PSU awards (which will ultimately be settled based on actual performance through the end of the applicable three-year performance period). Upon his termination due to death or disability, Mr. Francis will receive accelerated vesting of any portion of his annual equity awards that are unvested on the date of termination, pursuant to the 2020 Long-Term Equity-Based Incentive Plan. All termination payments and benefits in excess of those required to be paid pursuant to applicable law are subject to the execution of a release of claims, and shall immediately terminate without further obligation of Teva, in the event that he breaches any of his restrictive covenants. In addition, in the event of continuous and willful material breach of any of his restrictive covenants, the Company shall be entitled to a repayment of such termination payments, including forfeiture of any post-termination equity vesting. Eli Kalif Mr. Kalif’s employment terms generally require the Company and Mr. Kalif to provide six months’ notice of termination of employment, other than in connection with a termination for cause, death or disability. We may waive Mr. Kalif’s services during such notice period or any part thereof, or accelerate the termination date, on the condition that we pay him his monthly base salary and all additional compensation and benefits in respect of such waived period. Mr. Kalif’s employment terms provide that in connection with his termination of employment, Mr. Kalif will be entitled to receive payments associated with termination as required pursuant to applicable Israeli law and certain accrued obligations. Upon termination by the Company without cause or by Mr. Kalif with good reason, Mr. Kalif will generally be entitled to receive cash severance, together with severance amounts accumulated in his severance account, equal to twice his monthly base salary multiplied by the number of years of employment, up to a maximum payment of 18 times his monthly base salary (or the minimum

  187. 2023 Potential Payments Upon Termination or Change in Control

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  188. 2023 Potential Payments Upon Termination or Change in Control

    amount required under applicable law, if greater). In the event that his employment is terminated by the Company without cause within one year following a change in control event (as such term is defined in the Compensation Policy as in effect on the date hereof), Mr. Kalif will be entitled to an additional lump sum cash payment equal to $1.5 million. All termination payments and benefits in excess of those required to be paid pursuant to applicable law are subject to the execution of a release of claims, and shall immediately terminate without further obligation of Teva, and Mr. Kalif shall repay Teva any such payments or benefits provided, in the event that he breaches any of his restrictive covenants, including an undertaking not to compete with Teva for six months following termination. Richard Daniell Mr. Daniell’s employment terms generally require the Company and Mr. Daniell to provide six months’ notice of termination of employment, other than in connection with a termination for cause, death or disability. We may waive Mr. Daniell’s services during such notice period or any part thereof, or accelerate the termination date, on the condition that we pay him his monthly base salary and all additional compensation and benefits in respect of such waived period. Mr. Daniell’s employment terms provide that in connection with his termination of employment, Mr. Daniell will be entitled to receive payments associated with termination as required pursuant to applicable law and certain accrued obligations. Upon termination by the Company without cause, Mr. Daniell will generally be entitled to receive cash severance based on a determined calculation as detailed in his agreement, capped at the product of 12 times his monthly base salary, which he currently meets. Mr. Daniell is also entitled to receive an amount equal to twelve times his monthly base salary, in consideration for, and conditioned upon, his undertaking not to compete with Teva for twelve months following termination and other restrictive covenants (i.e. confidentiality, non-disparagement and non-solicitation covenants), and his compliance with such undertaking. In the event that his employment is terminated by the Company without cause within one year following certain mergers and as a result thereof, Mr. Daniell will be entitled to an additional lump sum cash payment of $1.5 million. Because Mr. Daniell meets the requirements for a qualifying retirement and termination under the Company’s policy pursuant to its 2015 and 2020 Long-Term Equity-Based Incentive Plan, if he is terminated without cause and the current retirement policy is in effect, he will be entitled to full continued vesting of his outstanding awards. All termination payments and benefits in excess of those required to be paid pursuant to applicable law are subject to the execution of a settlement agreement, and shall immediately terminate without further obligation of Teva, and Mr. Daniell shall repay Teva any such payments or benefits provided, in the event that he breaches his restrictive covenants. Eric Drapé Mr. Drapé’s employment terms generally require the Company and Mr. Drapé to provide six months’ notice of termination of employment, other than in connection with a termination for cause, death or disability. We may waive Mr. Drapé’s services during such notice period or any part thereof, or accelerate the termination date, on the condition that we pay him his monthly base salary and all additional compensation and benefits in respect of such waived period. Mr. Drapé’s employment terms provide that in connection with his termination of employment, Mr. Drapé will be entitled to receive payments associated with termination as required pursuant to applicable Israeli law and certain accrued obligations. Upon termination by the Company without cause or by Mr. Drapé with good reason, Mr. Drapé will generally be entitled to receive cash severance, together with severance

  189. 2023 Potential Payments Upon Termination or Change in Control

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  190. 2023 Potential Payments Upon Termination or Change in Control

    amounts accumulated in his severance account, equal to the product of 15 times his monthly base salary (or the minimum amount required under applicable law, if greater). Mr. Drapé is also entitled to receive an amount equal to three times his monthly base salary, in consideration for, and conditioned upon, his undertaking not to compete with Teva for six months following termination and other restrictive covenants (i.e. confidentiality, non-disparagement and non-solicitation covenants), and his compliance with such undertaking, which amount would be paid in connection with terminations other than in the event of his termination by the Company for cause, his death or disability. In the event that his employment is terminated by the Company without cause within one year following a change in control event (as such term is defined in the Compensation Policy as in effect on the date hereof), Mr. Drapé will be entitled to an additional lump sum cash payment equal to $1.5 million. Mr. Drapé is also entitled to full continued vesting of equity-based awards following termination without cause, or upon retirement on or after December 31, 2024. All termination payments and benefits in excess of those required to be paid pursuant to applicable law are subject to the execution of a release of claims, and shall immediately terminate without further obligation of Teva, and Mr. Drapé shall repay Teva any such payments or benefits provided, in the event that he breaches any of his restrictive covenants. Mark Sabag Mr. Sabag’s employment terms generally require the Company and Mr. Sabag to provide nine months’ notice of termination of employment, other than in connection with a termination for cause, death or disability. We may waive Mr. Sabag’s services during such notice period or any part thereof, or accelerate the termination date, on the condition that we pay him his monthly base salary and all additional compensation and benefits in respect of such waived period. Mr. Sabag’s employment terms provide that in connection with his termination of employment, Mr. Sabag will be entitled to receive payments associated with termination as required pursuant to applicable Israeli law. In the event of retirement to pension at the statutory age, termination due to death or disability, termination without cause, or resignation for good reason, Mr. Sabag will be entitled to a make-up payment equal to his then monthly base salary multiplied by the number of his years of service, that together with severance amounts accumulated in his pension insurance fund account cannot exceed twice his then monthly base salary multiplied by the number of his years of service. In the event of a resignation without good reason, the make-up payment will be equal to half his then monthly base salary multiplied by the number of his years of service, that together with severance amounts accumulated in his pension insurance fund account cannot exceed 1.5 times his then monthly base salary multiplied by the number of his years of service. Mr. Sabag is also entitled to receive an amount equal to 12 times his monthly base salary, in consideration for and conditioned upon his undertaking not to compete with Teva for one year following termination. In the event of a material breach, payment will cease and the Company will be entitled to reclaim amounts already paid. This amount would not be paid upon termination upon death and the Company has the sole discretion to determine if it is paid upon termination for cause. In the event that his employment is terminated without cause within one year following certain mergers and as a result thereof, Mr. Sabag will be entitled to an additional lump sum payment of $1.5 million. Mr. Sabag is also entitled to continued vesting of equity-based awards for 24 months following termination without cause. In addition, in the event that his employment is terminated without cause within one year following certain mergers and as a result thereof, Mr. Sabag will be entitled to accelerated vesting of unvested equity upon termination. Potential Payments Upon Termination or Change In Control The following tables summarize the payments the NEOs would receive upon termination and completion of the required notice period at December 29, 2023, the last business day of the year. The U.S. dollar

  191. 2023 Potential Payments Upon Termination or Change in Control

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  192. 2023 Potential Payments Upon Termination or Change in Control

    amounts in the tables below were converted from local currency, where needed, using the December monthly average exchange rate of 3.67 Israeli shekels per U.S. dollar, 0.92 euros per U.S. dollar and 0.79 British pounds per U.S. dollar. Payments Resulting From Termination without Cause or Resignation with Good Reason

  193. 2023 Potential Payments Upon Termination or Change in Control

    | Category | Richard D. Francis | Eli Kalif | Richard Daniell | Eric Drapé | Mark Sabag | | Severance payments (1) | 3,066,554 | 296,826 | 804,753 | 726,648 | 972,136 | | Non-compete payments (2) | 1,600,000 | 0 | 804,753 | 188,592 | 694,206 | | Accrued vacation | 0 | 179,654 | 12,381 | 93,603 | 202,006 | | Health benefits continuation | 0 | 0 | 930 | 0 | 0 | | Sign-on cash bonus acceleration (3) | 3,500,000 | 0 | 0 | 0 | 0 | | Post-termination equity vesting (4)(5) | 10,688,649 | 0 | 7,622,515 | 6,051,442 | 4,092,762 | | Total amount without change in control | $18,855,203 | $476,480 | $9,245,332 | $7,060,285 | $5,961,110 | | Post-change in control cash termination payment (6) | 1,600,000 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | | Additional post-change in control equity acceleration (7) | 0 | 0 | 0 | 0 | 2,025,162 | | Total amount with change in control | $20,455,203 | $1,976,480 | $10,745,332 | $8,560,285 | $9,486,272 |

  194. 2023 Potential Payments Upon Termination or Change in Control

    | (1) In addition to the amounts reported above, Mr. Francis would receive $133,445, Mr. Kalif would receive $243,075, Mr. Drapé would receive $216,312, and Mr. Sabag would receive $1,036,307, which amounts relate to required contributions already made by the Company to arrangements set forth in their respective employment agreements and held in severance accounts on their behalf. For Mr. Sabag, the severance amount in the table would also be payable upon retirement to pension at the statutory age, or termination due to death or disability. Upon resignation without good reason, Mr. Sabag would be entitled to a severance payment amount of $470,025 in addition to the amount accumulated in his severance accounts. |

  195. 2023 Potential Payments Upon Termination or Change in Control

    | (2) The non-compete payment would be paid, assuming compliance with the non-compete covenant, in connection with terminations other than termination by the Company for cause or death for Mr. Francis and termination by the Company for cause, death, or disability for Mr. Drapé. For Mr. Sabag, the non-compete payment is also paid upon retirement to pension at the statutory age, termination due to disability, or resignation without good reason, and the Company has the sole discretion to determine if it is paid upon termination for cause. |

  196. 2023 Potential Payments Upon Termination or Change in Control

    | (3) For Mr. Francis, the sign-on cash bonus acceleration also applies upon termination due to death or disability. |

  197. 2023 Potential Payments Upon Termination or Change in Control

    | (4) Amounts reported are based on the price of a Teva share on December 29, 2023, the last trading day of 2023 ($10.44) and, with respect to PSUs, target performance, except for 2021-2023 PSUs, for which actual performance was used. |

  198. 2023 Potential Payments Upon Termination or Change in Control

    | (5) For Mr. Daniell, Mr. Sabag, and Mr. Drapé, the equity vesting does not apply to resignation with good reason. |

  199. 2023 Potential Payments Upon Termination or Change in Control

    | (6) For Mr. Daniell and Mr. Sabag, change in control is defined as certain mergers of the Company as set forth in their respective employment agreements followed by a termination without cause. For Mr. Francis, Mr. Kalif and Mr. Drapé, change in control is defined in the Compensation Policy as in effect on the date thereof. |

  200. 2023 Potential Payments Upon Termination or Change in Control

    | (7) Mr. Sabag’s employment agreement provides for equity acceleration upon a post-merger involuntary termination without cause, which is the only change in control trigger for this equity acceleration. Amounts reported are based on the end of year stock price ($10.44) and, with respect to PSUs, target performance. The amount reported would be in addition to the amount reported under post-termination equity vesting. |

  201. 2023 Potential Payments Upon Termination or Change in Control

    | 90 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  202. 2023 Potential Payments Upon Termination or Change in Control

    Accelerated Equity Vesting Upon Death or Disability Under our 2015 and 2020 Long-Term Equity-Based Incentive Plans, upon death or disability, (i) performance awards, such as PSUs, will immediately vest and pay out based on the target level of performance as of the date of termination, (ii) RSUs will immediately be vested and settled and (iii) options will immediately vest and remain exercisable through the original expiration date.

  203. 2023 Potential Payments Upon Termination or Change in Control

    | Category | Richard D. Francis | Eli Kalif | Richard Daniell | Eric Drapé | Mark Sabag | | Value (1) | $20,775,099 | $7,094,032 | $7,622,515 | $6,051,442 | $6,117,924 |

  204. 2023 Potential Payments Upon Termination or Change in Control

    | (1) Amounts reported are based on the price of a Teva share on December 29, 2023, the last trading day of 2023 ($10.44) and, with respect to PSUs, target performance, except for 2021-2023 PSUs, for which actual performance was used. |

  205. 2023 Pay Ratio

    2023 Pay Ratio We have estimated the compensation of the 2023 median employee to be $64,562. The annual total compensation of our CEO was $25,706,880. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 398 to 1. We note that a substantial portion of our CEO’s total compensation for 2023 was the $10 million sign-on equity awards and the first tranche of his sign-on cash award in the amount of $1.5 million that he received in accordance with the terms of his employment agreement. Excluding these awards, the ratio would have been 220 to 1. We selected December 31, 2023, as the date upon which we would identify the “median employee” and included employees from all relevant countries. Earnings of our employees outside the U.S. were converted to U.S. dollars using the 2023 annual average exchange rates. To identify the “median employee,” we utilized the annualized 2023 base salary and target annual cash incentive for our consistently applied compensation measure because we believe that this measure reasonably reflects the annual compensation of our employees. Using this measure, we identified our “median employee” who is a full-time, salaried employee located in Israel. We totaled all of the elements of the employee’s compensation for 2023 in the same manner as the CEO and in accordance with SEC Summary Compensation Table disclosure requirements, which resulted in an annual total compensation of $64,562, of which $33,276 is base salary, $5,103 is non-equity incentive compensation, and $26,183 is comprised of Company contributions to a pension fund, as is required by Israeli law, other compensation such as overtime pay and other cash allowances, and Company contributions to a study fund, as is common practice for Israel-based employees of the Company. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, which may include applying certain exclusions, and making reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have office headquarters in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their respective pay ratios.

  206. 2023 Pay Ratio

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 91 |

  207. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The HR and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  208. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO 1 ($) (1) | Summary Compensation Table Total for PEO 2 ($) (1) | Compensation Actually Paid to PEO 1 ($) (1)(2)(3) | Compensation Actually Paid to PEO 2 ($) (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2)(3) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | | Non-GAAP Operating Income ($ Millions) (5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | | (i) | | 2023 | | 25,706,880 | | 26,191,537 | 4,522,802 | 4,825,132 | 106.53 | 124.97 | (615 | | 4,361 | | 2022 | 15,529,138 | | 17,214,057 | | 3,977,166 | 4,426,020 | 93.06 | 123.43 | (2,499 | ) 6 | 4,139 | | 2021 | 14,681,772 | | 7,570,056 | | 3,740,840 | 3,075,466 | 81.73 | 129.31 | 456 | | 4,401 | | 2020 | 15,724,518 | | 10,866,321 | | 3,997,258 | 3,783,167 | 98.47 | 114.32 | (4,099 | | 4,388 |

  209. Pay Versus Performance Disclosure

    | (1) Kåre Schultz (PEO 1) was our PEO for the years 2020 through 2022. Richard Francis (PEO 2) was the CEO in 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  210. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Eli Kalif | Eli Kalif | Eli Kalif | Eli Kalif | | Dr. Hafrun Fridriksdottir | Dr. Sven Dethlefs | Dr. Sven Dethlefs | Richard Daniell | | Brendan O’Grady | Eric Drapé | Mark Sabag | Eric Drapé | | Eric Drapé | Mark Sabag | Eric Drapé | Mark Sabag |

  211. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  212. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 . Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table. |

  213. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards and Option Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2023 | 25,706,880 | (18,999,993) | 19,484,650 | 26,191,537 |

  214. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 4,522,802 | (2,624,988) | 2,927,317 | 4,825,132 |

  215. Pay Versus Performance Disclosure

    | 92 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  216. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  217. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2023 | 19,484,650 | 0 | 0 | 0 | 0 | 0 | 19,484,650 |

  218. Pay Versus Performance Disclosure

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 2,729,569 | 92,894 | 0 | 104,854 | 0 | 0 | 2,927,317 |

  219. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Select Pharmaceuticals Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Select Pharmaceuticals Total Return Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  220. Pay Versus Performance Disclosure

    | (5) We determined Non-GAAP Operating Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Please see “Executive Compensation—Compensation Discussion and Analysis—IV. Components of Our Compensation Program—Long-Term Incentive Equity-Based Compensation” above for a description of how Non-GAAP Operating Income is determined. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  221. Pay Versus Performance Disclosure

    | (6) The amount set forth for Net Income in 2022 has been updated in connection with a revision made in 2023. Please see note 1b to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. |

  222. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure In accordance with Item 402(v) of Regulation S - K, we are providing the following descriptions of the relationships between the information presented in the table above.

  223. Pay Versus Performance Comparative Disclosure

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 93 |

  224. Pay Versus Performance Comparative Disclosure

    Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the Company and the Dow Jones U.S. Select Pharmaceuticals Total Return Index. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

  225. Pay Versus Performance Comparative Disclosure

    | 94 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |

  226. Pay Versus Performance Comparative Disclosure

    Non-PEO NEO Compensation Actually Paid and Non-GAAP Operating Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Non-GAAP Operating Income during the four most recently completed fiscal years. Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the Dow Jones U.S. Select Pharmaceuticals Total Return Index over the same period.

  227. Pay Versus Performance Comparative Disclosure

    | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement | 95 |

  228. Pay Versus Performance Comparative Disclosure

    Tabular List of Most Important Financial and Non-Financial Performance Measures The following table presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.

  229. Pay Versus Performance Comparative Disclosure

    | Non-GAAP Operating Income Net Revenue from Innovative Products Net Revenue from All Other Products Relative TSR Non-GAAP Earnings Per Share | | Free Cash Flow |

  230. Pay Versus Performance Comparative Disclosure

    | 96 | Teva Pharmaceutical Industries Ltd. 2024 Proxy Statement |