DEF 14A of Teva Pharmaceutical Industries LTD, Apr 9, 2025

DEF 14A of Teva Pharmaceutical Industries LTD

Filed Apr 9, 2025 · FY20240001193125-25-076829

Open on EDGAR

  1. Late-stage Pipeline

    Late-stage Pipeline

  2. Late-stage Pipeline

    | Olanzapine LAI (TEV-’749) Potential to be the first long-acting injectable olanzapine with favorable safety profile; in November 2023, we entered into a funding agreement with Royalty Pharma plc. to further accelerate the clinical research program for olanzapine LAI. in May 2024, we announced that the Phase 3 efficacy, safety and tolerability study met its primary endpoints, with no new safety signals identified and no PDSS events reported. | DARI (ICS/SABA, TEV-’248) Currently in Phase 3 trial; potential to be first ICS/SABA for adult and pediatric indications; on April 1, 2024, we announced that we entered into a clinical collaboration agreement with Launch Therapeutics, Inc., and into a development funding agreement with Abingworth, to further accelerate the development of ICS-SABA (TEV-’248). | Duvakitug (Anti-TL1A) Potential to be best-in-class for proven TL1 mechanism in ulcerative colitis and Crohn’s disease; in November 2024, we announced together with Sanofi that the Phase 2b study met its primary endpoints. Phase 3 program is anticipated to start in the second half of 2025. |

  3. Late-stage Pipeline

    2025 Board of Directors The following table sets forth information regarding the directors and director nominees of Teva, as of April 1, 2025:

  4. Late-stage Pipeline

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

  5. Late-stage Pipeline

    | (2) Chen Lichtenstein was appointed effective December 2024 by the Board to serve as a director until the Annual Meeting, where his nomination will be presented to shareholders for approval. |

  6. Late-stage Pipeline

    Board of Directors Overview Our Board of Directors (the “Board of Directors” or the “Board”) continually evaluates Teva’s corporate governance policies and practices, focusing on ensuring effective oversight of Teva’s business and management. We have established a strong and effective framework to monitor the risks of our business.

  7. Late-stage Pipeline

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

  8. Late-stage Pipeline

    Board Oversight of Risk

  9. Late-stage Pipeline

    | | Full Board Full Board and individual Committees focus on understanding and assessing Company risks Board reviews risk management policies of our operations and business strategy, and Board committees review risk in their areas of expertise | | | | | The Audit Committee The Audit Committee assists the Board with our financial reporting, independent auditors, internal controls, internal audit function, risk assessment and risk management as well as cybersecurity risks, processes and procedures | | The Compliance Committee The Compliance Committee oversees our policies and practices for legal, regulatory and internal compliance (other than regarding financial reporting), our strategy regarding sustainability matters and our culture of integrity and also reviews policies and practices that may seriously impact our reputation | | | The Finance and Investment Committee The Finance and Investment Committee reviews our financial risk management policies, including our investment guidelines, financings and foreign exchange and currency hedging, as well as financial risk of certain transactions | | The Human Resources and Compensation Committee The Human Resources and Compensation Committee (the “HR and Compensation Committee”) oversees compensation, retention, succession and other human resources-related issues and risks | | | The Science and Technology Committee The Science and Technology Committee oversees risks relating to our intellectual property, technology and research and development activities | | The Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee oversees risks relating to governance policies and initiatives |

  10. Late-stage Pipeline

    Corporate Governance Highlights

  11. Late-stage Pipeline

    | Director Alignment with Shareholder Interests • In 2024, the Board of Directors held 7 meetings with an attendance rate of 100% • Director stock ownership guidelines require stock ownership of five times the annual cash fee (excluding committee fees) paid to directors, which must be achieved within a certain timeframe. Subject to the approval of Proposal 5, our director stock ownership guidelines will require stock ownership of seven times the annual cash fee (excluding committees fees) paid to directors | Shareholder Engagement • Active shareholder engagement efforts, led by our Chairman of the Board in late 2024 and early 2025 • We invited shareholders to share their views regarding our executive compensation program as well as potential compensation arrangements tied to our Pivot to Growth strategy, our human capital management and sustainable growth strategy | | Our Sustainability Priorities and Accomplishments • In 2024, we continued to execute our sustainability strategy, “Healthy Future.” • In 2024, we completed our first double materiality assessment undertaken with reference to the EU Corporate Sustainability Reporting Directive (“CSRD”). • In 2024, we developed and approved our first Corporate Sustainability Unit charter, which formalizes Teva’s Corporate Sustainability unit’s mission, objectives, responsibilities, governance and organization. • In April 2024, Teva exercised its extension option under the Sustainability-Linked Revolving Credit Facility (“RCF”) to extend the maturity date to April 2027, thereby ensuring Teva’s ongoing commitment to supporting health equity and access in low-and-middle-income countries (“LMIC”). • In 2024, we made strong progress on the KPIs of Teva’s Sustainability-Linked Bond (“SLB”), positioning Teva to achieve its targets by the end of the 2025 observation date for health equity and access, and greenhouse gas (“GHG”) emission reductions. Some of the KPIs surpassed the target a year ahead of schedule. • In 2024, Teva was recognized by the TIME media group as one of the world’s 500 most sustainable companies. Teva was included in the top third of the list. • Our 2024 “Healthy Future” sustainability report (expected to be published in May 2025) will outline our 2024 progress in each of our priority areas, while our “Healthy Future Disclosures” report will include our actions and performance across a broader range of sustainability topics relevant to our business. We seek to continue and align our sustainability reporting with relevant Global Reporting Initiative (“GRI”) and Sustainability Accounting Standards Board (“SASB”) standards and the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework. • In 2024, we further continued to tie executive compensation to sustainability goals; 25% of the annual cash bonus is based on individual performance against pre-established goals. As part of this component, there were goals tied to sustainability for all of our executives; goals were related to our sustainability strategy and delivering on our SLB and external commitments. | |

  12. Late-stage Pipeline

    Continuing to Reduce our Net Debt

  13. Late-stage Pipeline

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

  14. Late-stage Pipeline

    2024 Target Pay Mix

  15. Late-stage Pipeline

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

  16. Late-stage Pipeline

    | | | | | 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. |

  17. Late-stage Pipeline

    Election of Directors The election of highly qualified directors is fundamental to the Board’s successful oversight of Teva’s strategy and risks. We seek directors who add diverse perspectives, possess a variety of skills and provide global pharmaceutical experience and other qualifications. All of our Board members have substantial experience and expertise that is relevant to our core operations and growth opportunities including scientific expertise and policy-making experience involving issues affecting business, government, finance, healthcare, academia and technology. Additional areas of expertise include financial services, international / global experience, accounting and auditing, corporate strategy, supply chain management and stakeholder engagement. The Board believes that Teva’s directors should ultimately be selected based on wide-ranging experiences, skills, knowledge, insight and backgrounds, consistent with applicable law. Additionally, our Board also considers our unique position as an Israeli company with shares listed on both the New York Stock Exchange and the Tel Aviv Stock Exchange, and maintains a meaningful representation of Israeli directors. Being familiar with Teva’s history and legacy enables the directors serving on our Board to make decisions that honor our past while guiding the Company towards future growth and innovation. The process of selecting directors is based on objective criteria without discrimination and focuses on a candidate’s ability to successfully perform as a director. A Board with a range of views, skills and expertise enhances decision-making, which is beneficial to the Company’s success in the interests of generating value for all Teva’s stakeholders. As part of our ongoing refreshment process, we regularly review the mix of skills and experience of current directors and assess the performance of the Board and the Board’s Committees. Currently, and subject to the approval by shareholders of this Proposal 1, the average tenure of our directors is 6.86 years of service, the average age is 63 and we have four female directors out of 12 members serving on our Board of Directors. Dr. Barer, our Chairman of the Board, is an independent director under NYSE regulations. Richard D. Francis, our President and Chief Executive Officer (the “President and CEO”) serves on the Board, which facilitates collaboration between the Board of Directors and management. Corporate governance remains a high priority; therefore, we continue to evaluate the size, composition and average tenure of directors on the Board to ensure that it maintains dynamic and exceptionally qualified leadership. Our directors are generally elected in three classes for terms of approximately three years. Due to the complexity of our businesses and our extensive global activities, we value the insight and familiarity with our operations that a director is able to develop over their service on the Board of Directors. This structure helps ensure a balanced mix of experienced and new directors, providing both stability and continuity. Additionally, having directors serve three-year terms allows for a focus on long-term strategic planning. This promotes deeper engagement and a greater sense of commitment, ultimately supporting the company’s ability to navigate challenges and drive sustainable growth. We continually review our Board structure, considering market trends and shareholder feedback, and believe that our current approach remains suitable at this time. Following the recommendation of our Corporate Governance and Nominating Committee, the Board of Directors recommends that shareholders approve the appointment of Chen Lichtenstein to serve as a director until Teva’s 2027 annual meeting of shareholders, and Amir Elstein, Roberto A. Mignone, Dr. Perry Nisen and Dr. Tal Zaks to serve as directors until our 2028 annual meeting of shareholders, to maintain as equal as possible classes of directors per each term. All nominees are currently members of the Board of Directors and qualify as independent directors under NYSE regulations. In accordance with the Israeli Companies law, 5759-1999 (as amended from time to time, the “Israeli Companies Law”), all nominees for election as directors at the Annual Meeting have declared in writing that they possess the requisite skills and expertise, as well as sufficient time, to perform their duties as directors. 2025 Board of Directors The following table sets forth information regarding the directors and director nominees of Teva, as of April 1, 2025:

  18. Late-stage Pipeline

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

  19. Late-stage Pipeline

    | (2) Chen Lichtenstein was appointed effective December 2024 by the Board to serve as a director until the Annual Meeting, where his nomination will be presented to shareholders for approval. |

  20. Late-stage Pipeline

    Persons Being Considered for Election at the Annual Meeting

  21. Late-stage Pipeline

    | Independent Director Director Since: 2024 Age: 57 Committees: • Audit • Finance and Investment | Chen Lichtenstein | | | Mr. Lichtenstein joined the Board of Directors in December 2024. Mr. Lichtenstein served from 2020 to 2023 as the Chief Financial Officer, also responsible for strategy, integration and productivity of Syngenta Group Ltd. Prior to that, from 2014 to 2020, he served as the President and Chief Executive Officer of ADAMA Ltd. (formerly known as ‘Makhteshim Agan Industries Ltd.,’ now a member of Syngenta Group). From 2013 to 2014, Mr. Lichtenstein served as the President and Chief Executive Officer of China National Agrochemical Corporation (CNAC), ChemChina strategic business division, the parent company of Syngenta Group. From 2006 to 2013, Mr. Lichtenstein served as the Deputy Chief Executive Officer, Head of Global Operations and held various other roles within Makhteshim Agan Industries Ltd. Prior to that, from 1999 to 2006, Mr. Lichtenstein held various executive roles at the New York and London offices of Goldman Sachs Group Inc., including as an Executive Director in the Investment Banking division. Mr. Lichtenstein holds a Ph.D. in Business Administration from the Graduate School of Business, and a J.S.D. from the School of Law at Stanford University, a B.Sc. in Physics from the Faculty of Mathematics and Natural Sciences, summa cum laude, and an LL.B. from the Faculty of Law, cum laude, at the Hebrew University of Jerusalem. Qualifications: With over 25 years of experience in executive leadership positions and a proven track record in strategic leadership and financial management of global public companies, Mr. Lichtenstein provides the Board with management and finance expertise, and global operations, transactions, integration and risk management experience with respect to large complex organizations. | | | Other Affiliations: • Director, Israel Democracy Institute (2016–present) • Trustee, Tel Aviv University (2019–present) |

  22. Late-stage Pipeline

    | Independent Director Director Since: 2009 Age: 69 Committees: • Corporate Governance and Nominating (Chair) • Audit • Finance and Investment | Amir Elstein | | | | Mr. Elstein rejoined the Board of Directors in 2009. Mr. Elstein also serves as Chairman or as a member of the board of directors of several academic, scientific, educational, social and cultural institutions. Mr. Elstein served as Chairman of the Board of Governors of the Jerusalem College of Engineering from 2009 to 2018 and as Chairman of the Board of Directors of Israel Corporation from 2010 to 2013. Prior to joining Teva as an executive in 2004, Mr. Elstein held a number of executive positions at Intel Corporation, most recently as General Manager of Intel Electronics Ltd., an Israeli subsidiary of Intel Corporation. Mr. Elstein received a B.Sc. in physics and mathematics from the Hebrew University in Jerusalem, an M.Sc. in solid state physics from the Hebrew University and a diploma in senior business management from the Hebrew University. Qualifications: With many years in leadership, extensive roles in various international corporations, including his experience as chairman of international public companies and his service as an executive officer in global Israeli companies, Mr. Elstein provides the Board with global leadership, business management and pharmaceutical expertise. | | | | Other Current Public Boards: • Chairman, Tower Semiconductor Ltd. (2009–present) | Other Affiliations: • Chairman, Israel Democracy Institute (2012–present) |

  23. Late-stage Pipeline

    | Independent Director Director Since: 2017 Age: 53 Committees: • Finance and Investment (Chair) • Audit • Corporate Governance and Nominating | Roberto A. Mignone | | | Mr. Mignone joined the Board of Directors in 2017. Mr. Mignone is the Founder and Managing Partner of Bridger Management LLC, a multi-billion-dollar investment management firm founded in 2000 and specializing in long-term equity strategies. Since inception, Bridger Management has focused on the healthcare sector and has developed considerable research expertise in support of its investments. In addition to healthcare, Bridger Management invests in global consumer, technology and financial services companies. Prior to Bridger Management, Mr. Mignone co-founded and served as a partner of Blue Ridge Capital LLC from 1996 to 2000, an investment management firm specialized in health care, technology, media, telecommunications and financial services. Mr. Mignone serves as a co-Vice Chairman and member of the Finance Committee and Nominating Committee of the New York University Langone Medical Center. He received a Bachelor of Arts degree in Classics from Harvard College and an M.B.A. from Harvard Business School. Qualifications: With his long career as a global investment professional focused on healthcare, Mr. Mignone provides the Board with finance and management expertise with respect to large, complex pharmaceutical organizations. | | | Other Current Public Boards: • Guardant Health Inc. (2024–present) |

  24. Late-stage Pipeline

    | Independent Director Director Since: 2017 Age: 69 Committees: • Science and Technology (Chair) • Compliance • Human Resources and Compensation | Dr. Perry D. Nisen | | | Dr. Nisen joined the Board of Directors in 2017. In July 2021, he became Chief Executive Officer of Quanta Therapeutics Inc., a privately held biotechnology company. In 2018, he joined Soffinova Investments as Executive Partner, Private Equity and transitioned in January 2021 to a consultant role. From 2014 to 2017, Dr. Nisen served as Chief Executive Officer and the Donald Bren Chief Executive Chair of Sanford Burnham Prebys Medical Discovery Institute. From 2004 to 2014, Dr. Nisen held various roles at GlaxoSmithKline, most recently as Senior Vice President, Science and Innovation. From 1997 to 2004, Dr. Nisen served as Divisional Vice President, Global Oncology Development, and as Divisional Vice President, Cancer Research, at Abbott Laboratories. Previously, he was the Lowe Foundation Professor of Neuro-Oncology at the University of Texas Southwestern Medical Center. He received a B.S. from Stanford University, a Master’s degree in molecular biology, and an M.D. and PhD from Albert Einstein College of Medicine. Qualifications: With extensive experience in medical research and development and management positions in leading pharmaceutical companies, Dr. Nisen provides a unique perspective on business and R&D activities. | | | Past Public Boards: • Director, Mirna Therapeutics Inc. (2016–2017) |

  25. Late-stage Pipeline

    | Independent Director Director Since: 2018 Age: 59 Committees: • Audit • Finance and Investment • Science and Technology | Dr. Tal Zaks | | | Dr. Zaks joined the Board of Directors in 2021. Dr. Zaks, M.D., Ph.D., is a partner at OrbiMed Advisors LLC since November 2021, and during 2024 served as the interim CEO of Exsilio. From 2015 to September 2021, he served as Chief Medical Officer of Moderna, Inc. From 2010 to 2015, he held senior development positions at Sanofi, including Senior Vice President and Head of Global Oncology. From 2008 to 2010, he served as Vice President of Clinical Research, Oncology at Cephalon. From 2004 to 2008, he served as Director, Clinical Development and Translational Medicine at GlaxoSmithKline. From 1996-1999, he was a Postdoctoral Fellow at the National Cancer Institute. Dr. Zaks has also served as an adjunct Associate Professor of Medicine at the University of Pennsylvania since 2004 and as an adjunct Associate Professor of Medicine at Tufts Medical Center since 2017. Dr. Zaks received his M.D. and Ph.D. from Ben Gurion University in Israel, conducted post-doctoral research at the U.S. National Institutes of Health and completed clinical training in internal medicine at Temple University Hospital, followed by a fellowship in medical oncology at the University of Pennsylvania. He has also been awarded Ph.D. honoris causa from Bar-Ilan University. Qualifications: With a unique combination of medical training, broad academic knowledge and executive experience in the biopharmaceutical industry, Dr. Zaks’s insights and experience in biopharmaceutical development, through his executive and non-executive roles, provide the Board with a broad scientific perspective and understanding of pharmaceutical product development, science and technology. | | | Past Public Boards: • Director, Adaptimmune Therapeutics plc. (2016–2023) |

  26. Late-stage Pipeline

    Continuing Directors

  27. Late-stage Pipeline

    | Chairman of the Board Independent Director Director Since: 2015 Age: 77 Committees: • None | Dr. Sol J. Barer | | | Dr. Barer became Chairman of the Board of Directors in 2017, after joining Teva’s Board of Directors in January 2015. Dr. Barer is Managing Partner at SJ Barer Consulting. He also serves as an advisor to the Israel Biotech Fund. From 1987 to 2011, he served in top leadership roles at Celgene Corporation, including as Executive Chairman from 2010 to 2011, Chairman and CEO from 2007 to 2010, CEO from 2006 to 2010, President and Chief Operating Officer from 1994 to 2006 and President from 1993 to 1994. Prior to that, he was a founder of the biotechnology group at the chemical company Celanese Corporation, which was later spun off as Celgene. Dr. Barer is Founding Chair of the Center for Innovation and Discovery at the Hackensack Meridian Medical School. He received his Ph.D. in organic and physical chemistry from Rutgers University and his B.S. in chemistry from Brooklyn College of the City University of New York. Qualifications: With his long career as a senior pharmaceutical executive and leadership roles in various biopharmaceutical companies, Dr. Barer provides broad and experienced knowledge of complex global pharmaceutical business and industry and global regulatory regimes, as well as extensive scientific expertise. | | | Past Public Boards: • Chairman, NexImmune, Inc. (2019–2024) • Lead Independent Director, Contrafect (2011–2023) • Cerecor, Inc. (formerly Aevi Genomic Medicine, Inc.) (2020–2021) • Chairman, Edge Therapeutics (2013–2019) • Aegerion Pharmaceuticals (2011–2016) • Amicus Therapeutics (2009–2017) • Chairman, InspireMD (2011–2017) |

  28. Late-stage Pipeline

    | Director and President and Chief Executive Officer Director Since: 2023 Age: 56 Committees: • None | Richard D. Francis | | | Mr. Francis became Teva’s President and Chief Executive Officer and a member of the Board of Directors in January 2023. Prior to joining Teva, Mr. Francis served as the Chief Executive Officer of Purespring Therapeutics, a pioneering gene therapy company focused on transforming the treatment of kidney diseases, from 2021 to 2022, and as the Chief Executive Officer of Forcefield Therapeutics, a pioneer of best-in-class therapeutics to protect heart function, from 2021 to 2022. He also served as an operating partner for Syncona Investment Management Limited since 2021. From 2014 to 2019, Mr. Francis served as Chief Executive Officer of Sandoz and a member of the executive team of Novartis. Prior to his role at Sandoz, Mr. Francis was a senior executive at Biogen for 13 years, where he held a number of senior roles, including leading Biogen’s U.S. business. He holds a Bachelor of Arts in Economics from The Manchester Metropolitan University. Qualifications: With over two and a half decades of leadership positions in various pharmaceutical companies and a proven track-record in the pharmaceutical, biotech and generics sectors, Mr. Francis provides an entrepreneurial, pragmatic and unique global perspective on the healthcare and pharmaceutical industries. | | | Other Current Public Boards: • Mettler-Toledo International Inc. (2016–present) |

  29. Late-stage Pipeline

    | Independent Director Director Since: 2015 Age: 65 Committees: • Human Resources and Compensation (Chair) • Science and Technology | Rosemary A. Crane | | | | Ms. Crane joined the Board of Directors in 2015. Ms. Crane served as President and Chief Executive Officer of MELA Sciences, Inc. from 2013 to 2014. Ms. Crane was Head of Commercialization and a partner at Appletree Partners from 2011 to 2013. From 2008 to 2011, she served as President and Chief Executive Officer of Epocrates Inc. Ms. Crane served in various senior executive positions at Johnson & Johnson from 2002 to 2008, including as Group Chairman, OTC & Nutritional Group from 2006 to 2008, as Group Chairman, Consumer, Specialty Pharmaceuticals and Nutritionals from 2004 to 2006, and as Executive Vice President of Global Marketing for the Pharmaceutical Group from 2002 to 2004. Prior to that, she held various positions at Bristol-Myers Squibb from 1982 to 2002, including as President of U.S. Primary Care from 2000 to 2002 and as President of Global Marketing and Consumer Products from 1998 to 2000. Ms. Crane received a B.A. in communications and English from the State University of New York and an M.B.A. from Kent State University. Qualifications: With over 30 years of experience in commercialization and business operations, primarily in the pharmaceutical and healthcare industries, and more than 25 years of therapeutic and consumer drug launch expertise, Ms. Crane provides broad experience and knowledge of the global pharmaceutical business and industry. | | | | Other Current Public Boards: • Certara, Inc. (2022–present) | Past Public Boards: • Tarsus Pharmaceuticals (2021–2025) • Catalent Pharma Solutions, Inc. (2018–2023) • Vice Chairman, Zealand Pharma A/S (2015 –2019) • Edge Therapeutics (2017–2019) |

  30. Late-stage Pipeline

    | Independent Director Director Since: 2015 Age: 78 Committees: • Audit (Chair) • Human Resources and Compensation • Finance and Investment | Gerald M. Lieberman | | | | Mr. Lieberman joined the Board of Directors in 2015. Mr. Lieberman is currently a special advisor at Reverence Capital Partners, a private investment firm focused on the middle-market financial services industry. From 2000 to 2009, Mr. Lieberman was an executive at AllianceBernstein L.P., where he served as President and Chief Operating Officer from 2004 to 2009, as Chief Operating Officer from 2003 to 2004 and as Executive Vice President, Finance and Operations from 2000 to 2003. From 1998 to 2000, he served as Senior Vice President, Finance and Administration at Sanford C. Bernstein & Co., Inc., until it was acquired by Alliance Capital in 2000, forming AllianceBernstein L.P. Prior to that, he served in various executive positions at Fidelity Investments and at Citicorp. Prior to joining Citicorp, he was a certified public accountant with Arthur Andersen. Mr. Lieberman received a B.S. Beta Gamma Sigma with honors in business from the University of Connecticut. Qualifications: With his many years of experience as an executive in leading financial services companies and capital markets, including his knowledge and experience in human capital development, succession planning and compensation, Mr. Lieberman provides finance, risk management, operating and human capital expertise for large, complex organizations. | | | | Other Current Public Boards: • Chairman, EnteraBio Ltd. (2018–present) | Past Public Boards: • Forest Laboratories, LLC (2011–2014) • Computershare Ltd. (2010–2012) • AllianceBernstein L.P. (2004–2009) |

  31. Late-stage Pipeline

    | Independent Director Director Since: 2018 Age: 53 Committees: • Science and Technology • Compliance • Corporate Governance and Nominating | Prof. Ronit Satchi-Fainaro | | | | Prof. Satchi-Fainaro joined the Board of Directors in 2018. Prof. Satchi-Fainaro is a Full Professor at Tel Aviv University, where she has served as Head of the Cancer Research and Nanomedicine Laboratory since 2006, Chair of the Department of Physiology and Pharmacology at the Sackler Faculty of Medicine since 2014, The Kurt and Herman Lion Chair in Nanosciences and Nanotechnologies since 2017, Director of the Cancer Biology Research Center since 2020 and a member of the Preclinical Dean’s Committee since 2015. In 2003, she was appointed Instructor in Surgery at Boston Children’s Hospital and Harvard Medical School, where she has been a Visiting Professor since 2005. Prof. Satchi-Fainaro also serves as a consultant to several biotech and pharmaceutical companies, She is also a member of several editorial boards of scientific journals. Prof. Satchi-Fainaro received a B.Pharm. from the Hebrew University in Jerusalem in 1995 and a Ph.D. in Polymer Chemistry and Cancer Nanomedicine from the University of London in 1999. She spent two years as a postdoctoral research fellow on biochemistry and protein delivery at Tel Aviv University and two years as a postdoctoral research fellow on vascular and cancer biology at Harvard University and in Boston Children’s Hospital. Qualifications: With extensive experience in clinical medicine and multidisciplinary research, Prof. Satchi-Fainaro provides the Board with in-depth knowledge of medicine and science, combined with an expertise in the pharmaceutical industry and experience in academia. | | | | Other Affiliations • Member of the scientific advisory board of the Blavatnik Center for Drug Discovery, The Israel Cancer Association and Vall d’Hebron University Hospital Foundation— Research Institute. | • Member of the CAS Life Sciences Advisory Board, a division of the American Chemical Society (2023–present) |

  32. Late-stage Pipeline

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

  33. Late-stage Pipeline

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

  34. Late-stage Pipeline

    Family Relationships There are no family relationships among any of our executive officers, directors or director nominees. Pursuant to our Articles of Association, the Board of Directors must consist of three to 18 directors (which includes our President and CEO, if serving as a member of the Board, and two statutory independent directors, if such are appointed in accordance with the Israeli Companies Law, and in the event the CEO and/or the statutory independent directors are not appointed to the Board of Directors, such maximum number of directors shall be reduced accordingly). Our Board of Directors consists of 12 persons, including our President and CEO. The Board of Directors has determined that all of the directors are independent, except for Richard D. Francis, our President and CEO. We currently maintain a policy to have at least two directors qualify as financial and accounting experts under Israeli law. Accordingly, the Board of Directors has determined that Gerald M. Lieberman, Roberto A. Mignone and Chen Lichtenstein are financial and accounting experts under such criteria. Our directors are generally entitled to review and retain copies of our documentation and examine our assets, as required to perform their duties as directors and to receive assistance, in special cases, from outside experts at our expense. Board Composition and Skills*

  35. Nominees for Directors

    Nominees for Directors Pursuant to the Israeli Companies Law, a nominee for service as a director must submit a declaration to us, prior to his or her election, specifying that he or she has the requisite qualifications to serve as a director and the ability to devote the appropriate time to performing his or her duties as such and that he or she is not restricted from serving as director under the Israeli Companies Law. All of our directors, including those nominated for appointment as directors at the Annual Meeting, have provided such declaration. A director who ceases to meet the statutory requirements to serve as a director must notify us to that effect immediately and his or her service as a director will terminate upon submission of such notice. Our Board of Directors believes that it should be composed of directors with diverse, complementary backgrounds and that directors should, at a minimum, exhibit proven leadership capabilities and possess experience at a high level of responsibility within their chosen fields. When considering a candidate for director, our Corporate Governance and Nominating Committee considers whether the directors, both individually and collectively, can and do provide the experience, judgment, commitment, skills and expertise appropriate to lead Teva in the context of its industry. Our Board also considers our unique position as an Israeli company with shares listed both on the New York Stock Exchange and the Tel Aviv Stock Exchange, and maintains a meaningful representation of Israeli directors. Being familiar with Teva’s history and legacy enables the directors serving on our Board to make decisions that honor our past while guiding the Company towards future growth and innovation. In addition, our Corporate Governance and Nominating Committee considers a nominee’s expected contribution to the diversity of skills, background, experiences and perspectives, as well as whether such nominee could provide added value to any of the committees of the Board of Directors, given the then existing composition of the Board of Directors as a whole. When seeking new candidates, the Corporate Governance and Nominating Committee also considers candidates representing a diversity of backgrounds and perspectives, in accordance with applicable law. Our Corporate Governance and Nominating Committee also provides input and guidance regarding the independence of directors, for formal review and approval by our Board of Directors. When seeking candidates for directorships, our Corporate Governance and Nominating Committee may solicit suggestions from incumbent directors, management, shareholders and others. Additionally, the Board of Directors has in the past used and may continue to use the services of third-party search firms to assist in the identification and analysis of appropriate candidates. After conducting an initial evaluation of a prospective candidate, members of the Board of Directors will interview that candidate if they believe the candidate may be suitable. The Chairman of the Board of Directors may also ask the candidate to meet with certain members of executive management. If our Corporate Governance and Nominating Committee believes a director should be re-elected or a candidate would be a valuable addition to the Board of Directors, it may recommend to the Board of Directors that candidate’s appointment or re-election, who, in turn, can submit the candidate for consideration by the shareholders. The Israeli Companies Law and the regulations promulgated under the Israeli Companies Law providing certain relief to Israeli companies whose shares are listed outside of Israel on certain stock exchanges (including the NYSE) (the “Relief Regulations”) determine a process by which one or more shareholders holding 5% or more of the voting rights of Teva may propose the nomination of a candidate to the Board of Directors. See “Shareholder Proposals for the 2025 Annual Meeting and the 2026 Annual Meeting” below. 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 and presented this year for the approval of shareholders under Proposal 3. 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:

  36. Nominees for Directors

    | • | an annual Board membership fee of $130,000 paid in cash; |

  37. Nominees for Directors

    | • | additional annual cash fees for service on Board committees: |

  38. Nominees for Directors

    | – | $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; |

  39. Nominees for Directors

    | – | $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; |

  40. Nominees for Directors

    | – | $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 |

  41. Nominees for Directors

    | – | $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 |

  42. Nominees for Directors

    | • | 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. |

  43. Nominees for Directors

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

  44. Nominees for Directors

    | • | an annual Board membership fee of $255,000 paid in cash; |

  45. Nominees for Directors

    | • | 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 |

  46. Nominees for Directors

    | • | office and secretarial services at Teva’s offices. |

  47. Nominees for Directors

    The Chairman of the Board is not entitled to additional annual cash fees for service on Board committees. Under Proposal 5 below, it is proposed to update the compensation provided to Teva’s non-employee directors and to Teva’s non-executive Chairman of the Board by decreasing the annual cash retainer and increasing the annual equity grant as further detailed under Proposal 5. 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 prorated. 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 undertake to 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 in Proposal 5, subject to the approval thereof at the Annual Meeting (and if Proposal 5 is not approved, 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. Director Stock Ownership Guidelines In 2019, we established director stock ownership guidelines requiring ownership of five times the annual cash fee paid to directors for board membership (excluding committee fees), which must be achieved within the later of six years of first becoming subject to these guidelines and January 1, 2025. Subject to the approval of Proposal 5, the director stock ownership guidelines will require ownership of seven times the annual cash fee paid to directors for board membership (excluding committee fees). For more information see “Executive Compensation— Compensation Discussion & Analysis—Stock Ownership Guidelines.”

  48. 2024 Director Compensation

    2024 Director Compensation

  49. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Dr. Sol J. Barer(3) | 255,000 | 284,994 | 539,994 | | Rosemary A. Crane | 170,000 | 159,988 | 329,988 | | Amir Elstein | 180,000 | 159,988 | 339,988 | | Chen Lichtenstein(4) | 13,333 | 79,987 | 93,320 | | Gerald M. Lieberman | 195,000 | 159,988 | 354,988 | | Roberto A. Mignone | 180,000 | 159,988 | 339,988 | | Dr. Perry D. Nisen | 175,000 | 159,988 | 334,988 | | Prof. Ronit Satchi-Fainaro | 160,000 | 159,988 | 319,988 | | Prof. Varda Shalev | 150,000 | 159,988 | 309,988 | | Janet S. Vergis | 175,000 | 159,988 | 334,988 | | Dr. Tal Zaks | 170,000 | 159,988 | 329,988 |

  50. 2024 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. |

  51. 2024 Director Compensation

    | (2) In June 2024, each non-employee director serving at that time was granted 9,632 RSUs, and the Chairman of the Board was granted 17,158 RSUs, based on the grant date fair value of a share of $16.61. 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 December 2024, Chen Lichtenstein was granted 4,804 RSUs based on the grant date fair value of a share of $16.65. 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, 2024, the aggregate number of unvested RSUs held by each current non-employee director was as follows: Dr. Sol J. Barer: 17,158; Rosemary A. Crane: 9,632; Amir Elstein: 9,632; Chen Lichtenstein: 4,804; Gerald M. Lieberman: 9,632; Roberto A. Mignone: 9,632; Dr. Perry D. Nisen: 9,632; Prof. Ronit Satchi-Fainaro: 9,632; Prof. Varda Shalev: 9,632; Janet S. Vergis: 9,632; and Tal Zaks: 9,632. 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. |

  52. 2024 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. |

  53. 2024 Director Compensation

    | (4) Chen Lichtenstein was appointed to the Board effective December 1, 2024. |

  54. 2024 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. Committees of the Board Our Articles of Association provide that the Board of Directors may delegate its powers to one or more committees as it deems appropriate to the extent such delegation is permitted under the Israeli Companies Law. The Board of Directors has appointed the standing committees listed below, as well as ad-hoc committees appointed from time to time for specific purposes determined by the Board. We have adopted charters for all of our standing committees, formalizing the committees’ procedures and duties. These committee charters are available on our website at www.tevapharm.com.

  55. Sustainability Governance

    Mr. Daniell was appointed Executive Vice President, European Commercial in 2017. From 2016 to 2017, he served as President and CEO, Teva Europe Generics. From 2015 to 2016, he served as Chief Integration Officer, leading the integration of the Actavis Generics business into Teva. From 2015 to 2016, he served as Chief Operating Officer, International Markets. From 2011 to 2015, he served as Cluster General Manager, United Kingdom and Ireland. Mr. Daniell received a B.Sc. degree in chemistry from the University of Auckland, New Zealand.

  56. Sustainability Governance

    Ms. Fox was appointed Executive Vice President, U.S. Commercial in November 2023. Ms. Fox brings more than 30 years of healthcare industry experience with leadership roles in sales, marketing, and commercial operations, responsible for teams ranging from 2500+ associates to small, nimble consulting teams. She has a deep understanding of issues affecting the pharmaceutical and biotech sectors, as well as expertise across a range of therapy areas. Prior to joining Teva, she served as President at Novartis Gene Therapies since December 2021. Previously, Chris was vice president and general manager for the Bone, Cardiometabolic and Nephrology business for Amgen. She also served as the general manager of the company’s United Kingdom and Ireland affiliate. Ms. Fox received her bachelor degree in Business Administration, Marketing from the University of Wisconsin in Whitewater, United States.

  57. Sustainability Governance

    Dr. Hughes was appointed Executive Vice President, Global R&D and Chief Medical Officer in August 2022. Prior to joining Teva, from 2021 to 2022, Dr. Hughes was Senior Vice President of Clinical Development and Translational Medicine at Vertex Pharmaceuticals. From 2015 to 2021, Dr. Hughes served as Global Development Unit Head for Immunology, Hepatology and Dermatology at Novartis, ultimately responsible for leading all clinical development activities and biostatistician talent across multiple therapeutic areas and for expanding development in China. Additionally, between 2020 and 2021, during the COVID-19 pandemic, Dr. Hughes also served as Co-Chair of the Therapeutics Clinical Working Group for the Accelerating COVID-19 Therapeutic Interventions and Vaccines public-private partnership at the National Institutes of Health. From 2010 to 2015, Dr. Hughes held several executive and senior positions at Bristol Myers-Squibb, including Head of Virology, Fibrotic Diseases, Genetically Defined Diseases, Autoimmunity, and Cardiology Discovery Medicine, Exploratory Clinical & Translational Research. He received his MD and Ph.D from Yale School of Medicine.

  58. Sustainability Governance

    Mr. Jover was appointed Executive Vice President, Chief Human Resources Officer (CHRO) in August 2024. As a seasoned Human Resources executive, Placid brings a wealth of experience in talent management, leadership development, and organizational effectiveness. He excels in building high-performing teams, fostering inclusive workplaces, and enhancing employee engagement and performance. Mr. Jover is driven by both data and outcomes and is dedicated to unleashing the full potential of people and teams. Before joining Teva, Placid spearheaded transformative HR initiatives in multinational corporations, including Unilever. His leadership and innovative approach resulted in significant improvements in workforce productivity and company culture. Mr. Jover holds a combined degree in Business Administration and an MBA from ESADE Business School Barcelona, Spain, majoring in Marketing and International Business. Additionally, he has pursued executive education at institutions such as Harvard, Columbia, MIT, and INSEAD, in line with his philosophy of continuous learning.

  59. Sustainability Governance

    Mr. Kalif was appointed Executive Vice President, Chief Financial Officer in 2019. From 2001 to 2019 he held various leadership and senior executive finance positions at Flex Ltd., a Nasdaq listed global technology, design and manufacturing service provider. From 2010 to 2019, Mr. Kalif served as Flex Ltd.’s Senior Vice President, Finance, leading its finance organization. From 1996 to 2001, Mr. Kalif worked for Deloitte Israel in various positions as a certified public accountant. Mr. Kalif received his bachelor degree in accounting and economics from the College of Management Academic Studies in Israel and is a Certified Public Accountant.

  60. Sustainability Governance

    Mr. Lippman was appointed Executive Vice President, Business Development on March 31, 2025. Prior to joining Teva, from 2022 to 2025, Mr. Lippman served as Chief Corporate Development and Strategy Officer at Alnylam Pharmaceuticals. From 2021 to 2022, he served as President and Chief Operating Officer at Intima Biosciences. From 2017 to 2021, he was Senior Vice President, Head of Corporate Development, M&A, and Business Development Finance at Takeda Pharmaceuticals. From 2015 to 2016, he served as Chief Business and Financial Officer at Aileron Therapeutics, a clinical oncology company. From 2012 to 2014, he was Senior Vice President and General Manager, US Neurology & Immunology, Global Marketing at EMD Serono. From 2006 to 2012, he served in various executive roles at AstraZeneca, including Executive Director and General Manager for Crestor (Cardiovascular), Nexium / Primary Care Business Unit (GI & CV), Certriad (Cardiovascular Launch Product), and Head of U.S. Business Development. Earlier in his career, he held positions at Pfizer Inc. from 2002 to 2006, including Executive Director of Worldwide Business Development & Strategic Planning, Senior Director and Head of International Business Development, and Senior Director of Pharmaceutical Finance Licensing & Acquisitions. Mr. Lippman received his Master of Business Administration from Cornell University, his Bachelor of Arts in Business Administration and Finance from Georgia State University, and additional Bachelor of Arts from Bucknell University.

  61. Sustainability Governance

    Mr. McAvoy was appointed Executive Vice President, Chief Legal Officer in March 2024. He is an experienced legal and compliance leader with three decades of experience in the biotech and pharmaceutical industry. Most recently from 2019 to 2023, Mr. McAvoy was General Counsel and Chief Compliance Officer at Fresh Tracks Therapeutics, an immunology biotech company. Prior to that, from 2018 to 2019, he served as General Counsel and Chief Compliance Officer at Endocyte, a nuclear medicine oncology company. Previously, he spent over 25 years at Eli Lilly and Company holding numerous global leadership roles in legal, policy and business functions, most recently as General Counsel of Emerging Markets, General Counsel of the Neuroscience Business Unit, and General Counsel of Oncology, Gastrointestinal, Diabetes, and Women’s Health. He received his Bachelor of Arts Degree from the University of Notre Dame, his J.D. from Indiana University Maurer School of Law, and a Master of Science in Environmental Science from Indiana University.

  62. Sustainability Governance

    Mr. Sabag was appointed Executive Vice President, International Markets Commercial, in August 2021. Prior to that, he held several executive and senior positions at Teva, including, Executive Vice President, Chief Human Resources Officer and Global Communication and Brand from 2019 to 2021, Executive Vice President, Global Human Resources from 2013 to 2019, Global Deputy Vice President, Human Resources from 2012 to 2013, Vice President, Human Resources for Teva’s International Group and Vice President, Global Human Capital and M&A from 2006 to 2012. Prior to joining Teva, Mr. Sabag held several senior global human resources roles at Intel Corporation. Mr. Sabag received a B.A. in economics and business management from Haifa University.

  63. Sustainability Governance

    Mr. Shields was appointed Executive Vice President, Teva Global Operations (TGO) in June 2024. With more than 25 years of experience serving in various senior management roles in the global pharmaceutical industry, Matt brings to Teva a passion for improving the lives of patients by enabling a purpose-driven culture focused on operational excellence. Matt has significant experience at every stage of the manufacturing and supply process. Prior to joining Teva, he served as Senior Vice President for Manufacturing at Merck Animal Health (known as MSD Animal Health outside of the United States and Canada), where he oversaw end-to-end manufacturing, supply chain, procurement, and process development. Prior to Merck Animal Health, he served in various operations leadership roles for Sanofi and Amgen, Inc. Matt holds an undergraduate degree in Chemical Engineering & Materials Science Engineering from the University of Connecticut and an MBA from Bryant University in Rhode Island.

  64. Compensation Discussion And Analysis

    | Link pay to performance | Align executive officers’ interests with those of Teva and its shareholders over the long term | Provide competitive compensation to attract and retain talent | Encourage performance without excessive risk |

  65. Geopolitical Environment

    | 2024 CEO Compensation: Majority Performance-Based (Total and Long-Term Incentive Equity) | | Approximately 88% of our CEO’s 2024 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 performance metrics tied to our key goals, and there is an absolute stock price modifier. The PSUs will vest, if at all, at the end of the applicable performance period. The remaining 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. 2024 Annual CEO Target Total Direct Compensation Richard Francis Total: $13M(1) (1) Equity values have been rounded to the nearest $10,000. |

  66. Geopolitical Environment

    | 2024 Long-Term Incentives: 70% Performance-Based Equity for CEO, 67% for all other NEOs; High Threshold Performance Level; Three-Year Performance Period | | In addition to 70% of the CEO’s target equity grant in the form of PSUs, 67% 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 33% 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. The HR and Compensation Committee and the Board established multi-year performance periods for both of the PSU metrics, as well as a modifier based on absolute stock price during the third year, underscoring the long-term nature of these incentives. |

  67. Geopolitical Environment

    | Rigorous Targets | | Long-Term Incentives. For the 2022-2024 PSUs, the HR and Compensation Committee and the Board determined that the achievement for the combined three-year performance period was 102% of the target for Net Revenue, resulting in an earning percentage of 111%, and achievement of 99% of the target for Non-GAAP Operating Income, resulting in an earning percentage of 94%. The weighted average of these earning percentages, 102%, was then subject to a relative Total Shareholder Return (“TSR”) modifier, which increased the payout by 20% based on our TSR ranking relative to the TSR peer group, resulting in a modified final earning percentage of 123% of the target number of PSUs. Annual Cash Incentives. At the beginning of 2024, we established annual cash incentive plan targets for Net Revenues, Non-GAAP EPS and Free Cash Flow that were aligned to the middle of the range of our outlook as communicated to investors in January 2024. |

  68. Geopolitical Environment

    | • | 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. |

  69. Updated Peer Group for 2025

    Updated Peer Group for 2025 In connection with its regular periodic review of the Peer Group, and with its newly-engaged independent compensation consultant bringing a fresh perspective, in the second half of 2024, the HR and Compensation Committee updated the Peer Group using updated selection criteria as described below. Teva’s attributes aligned more closely with the median range of the companies in the updated Peer Group. The HR and Compensation Committee then referenced this updated Peer Group in making subsequent compensation decisions, including with respect to the proposed updated employment terms of the President and CEO, in connection with evaluating the compensation paid to our non-employee directors, in connection with the proposed amendment to the Compensation Policy, as well as setting executive officer compensation levels for 2025. See Proposals 3, 4 and 5 below. The HR and Compensation Committee used the following updated criteria when developing the updated Peer Group:

  70. Updated Peer Group for 2025

    | • | Industry: Biotechnology, Pharmaceuticals, and Life Sciences Tools and Services; |

  71. Updated Peer Group for 2025

    | • | Company size: Revenues of approximately 1/4x to 4x Teva’s revenues ($4 billion to $63 billion at the time of assessment) and Enterprise Value (which includes debt to provide a more fulsome representation of the size of the organization) less than 12x Teva’s value ($400 billion at the time of assessment); and |

  72. Updated Peer Group for 2025

    | • | Business similarity and complexity: Companies mainly based in the U.S. and Europe, with global scope of operations, and a similar business model and fit to Teva. |

  73. Updated Peer Group for 2025

    Based on these criteria, the following companies, which met the selection criteria, were added: Bausch Health Companies, Inc., IQVIA Holdings, Inc., Moderna, Inc., Novartis AG, Organon & Co., Perrigo Company Plc, Regeneron Pharmaceuticals, Inc. and Vertex Pharmaceuticals, Inc. The following companies no longer met the updated selection criteria and were removed: AbbVie, Inc., Astellas Pharma, Inc., Eli Lilly & Co., Merck KGaA, and Novo Nordisk A/S. The Peer Group established for use in connection with subsequent compensation decisions consisted of the following companies:

  74. Updated Peer Group for 2025

    | Company | Headquarters | Revenues(*) ($ in millions) | Enterprise Value(*) ($ in millions) | Employees(*) | | Amgen, Inc. | United States | $33,424 | $191,490 | 28,000 | | AstraZeneca PLC | United Kingdom | $54,073 | $228,175 | 94,300 | | Bausch Health Companies, Inc. | Canada | $9,625 | $24,684 | 20,700 | | Biogen, Inc. | United States | $9,676 | $27,235 | 7,605 | | Bristol-Myers Squibb Company | United States | $48,300 | $157,791 | 34,100 | | Gilead Sciences, Inc. | United States | $28,754 | $131,586 | 17,600 | | GlaxoSmithKline Plc | United Kingdom | $39,280 | $84,175 | 68,629 | | IQVIA Holdings Inc. | United States | $15,405 | $47,907 | 88,000 | | Moderna, Inc. | United States | $3,236 | $8,154 | 5,800 | | Novartis AG | Switzerland | $51,722 | $212,877 | 75,883 | | Organon & Co. | United States | $6,403 | $11,828 | 10,000 | | Perrigo Company Plc | Ireland | $4,373 | $7,034 | 8,379 | | Regeneron Pharmaceuticals, Inc. | United States | $14,202 | $61,056 | 15,106 | | Sanofi | France | $45,849 | $138,970 | 82,878 | | Takeda Pharmaceutical Co., Ltd. | Japan | $29,125 | $72,375 | 49,281 | | Vertex Pharmaceuticals, Inc. | United States | $11,020 | $94,253 | 6,100 | | Viatris, Inc. | United States | $14,739 | $28,827 | 32,000 |

  75. Updated Peer Group for 2025

    | (*) | Source: S&P Capital IQ, (December 31, 2024) |

  76. Updated Peer Group for 2025

    | | Revenues ($ in millions) | Enterprise Value ($ in millions) | Employees | | Teva Pharmaceutical Industries Ltd. Percentile Rank | 51st | 35th | 63rd | | Median | 15,405 | 72,375 | 28,000 |

  77. Updated Peer Group for 2025

    In general, the HR and Compensation Committee and the Board seek to align executive officer compensation and other employment terms with the market median range in order to be able to attract, motivate and retain experienced executive talent who are critical to our long-term success.

  78. Internal Considerations

    | Element | Description | Additional Detail | | Base Salary | Fixed cash compensation Determined based on each executive officer’s role, individual skills, experience, performance, external market value and internal equity | Base salaries are intended to provide stable compensation to executive officers, allow Teva to attract and retain qualified global executive talent and maintain a stable leadership team | | Short-Term Incentives: Annual Cash Incentive Opportunities | Variable cash compensation Determined based on the level of achievement relative to Company and individual performance objectives that are pre-determined annually The weighted average of the results for the three Company-wide metrics must be at least 85% of target in order for any payout to occur Cash incentives are capped at a maximum of 200% of the target cash award (133% for the CEO) if achievement level is at least 120% of performance goal Per the Compensation Policy, a target cash award as a percentage of annual base salary is capped at 100% (150% for the CEO) | Annual cash incentive opportunities are designed to ensure that our executive officers are incentivized to reach Teva’s annual goals; payout levels are determined based on actual financial and operational results, as well as individual performance | | Long-Term Incentives: Annual Equity-Based Compensation | Variable equity-based compensation Per the Compensation Policy, the maximum monetary grant value of the annual equity award is $11.0 million at target for the CEO and $4.5 million at target for other executive officers Performance Share Units (“PSUs”): Restricted share units that are earned only upon the attainment of performance goals generally over a 3-year period Awards are capped at 250% of the target number of shares Restricted Share Units (“RSUs”): Restricted share units that are time-based, with a 4-year vesting period | Equity-based compensation is used to foster a long-term link between executive officers’ interests and the interests of Teva and its shareholders, as well as to attract, motivate and retain executive officers for the long term In 2024, the CEO received 70% of the long-term incentive value granted in the form of PSUs and 30% in the form of RSUs; all other executive officers received 67% of the value granted in the form of PSUs and 33% in the form of RSUs |

  79. Internal Considerations

    2024 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 2024, 88% of our CEO’s target total direct compensation was at-risk compensation, and 84%, 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.

  80. Target Pay Mix

    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 2024 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:

  81. Target Opportunities

    | Executive | 2024 Target Annual Cash Incentive (% of Base Salary) | | Richard Francis | 150% | | Eli Kalif | 100% | | Dr. Eric A. Hughes | 100% | | Richard Daniell | 100% | | Christine Fox | 100% |

  82. Performance Measures

    Performance Measures The HR and Compensation Committee and the Board used the same performance measure categories in 2024 as used in 2023: Company Financial and Individual. However, to deepen the alignment of the annual cash incentive plan with the Pivot to Growth strategy, to underscore the substantial emphasis on top line growth, and to be consistent with the practice of the vast majority of peers, the HR and Compensation Committee and the Board made an adjustment to the 2024 annual cash incentive plan by adding Net Revenue as a metric and adjusting the weighting of the three Company Financial metrics accordingly.

  83. Performance Measures

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

  84. Company Financial Measures

    | • | 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 make investments (including in innovative products), fund operations and pay debt. It focuses managers on expense control in addition to revenue generation and on improvement in working capital. |

  85. Threshold, Target, and Maximum Company Performance Levels

    Threshold, Target, and Maximum Company Performance Levels The HR and Compensation Committee and the Board set the 2024 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 performance metric targets based on the business plan that were aligned to the middle of the range of our outlook as communicated to investors in January 2024. In setting these goals, the HR and Compensation Committee and the Board 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, and with recognition that goals were established in conjunction with the execution of our Pivot to Growth strategy. In addition, the goals were based on key assumptions communicated to investors in January 2024, including:

  86. Threshold, Target, and Maximum Company Performance Levels

    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, the weighted average of the achievement percentages for the three Company-wide metrics must be at least 85%, which is a rigorous and challenging level of achievement that must be met. A weighted average achievement percentage of less than 85% 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.

  87. Overall Performance Factor and Payout Calculation

    Overall Performance Factor and Payout Calculation

  88. Overall Performance Factor

    | Weighted Average Level of Achievement of Objectives | Overall Performance Achievement %(1) | Overall Payout Performance Factor: Potential Annual Cash Incentive as a % of Target | | Below Threshold | Below 85% weighted average Company Financial measures performance | 0% (no annual cash incentive payment) | | Threshold | 85% weighted average Company Financial measures performance, with 90% for minimum individual performance | 66% | | Target | 100% weighted average Company Financial measures performance, with 100% individual performance | 100% | | Maximum Cash Incentive | 120% weighted average Company Financial measures performance, with up to 130% for maximum individual performance | 200% (133% for CEO) |

  89. Overall Performance Factor

    | (1) Payouts are determined linearly based on a straight-line interpolation of the applicable payout range (i.e., for the CEO 2.5% 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, 2.5% for each percentile change in weighted average performance between threshold and target and 5% for each percentile change in performance between target and maximum). No additional payout is made for weighted average performance achievement in excess of 120% (or 130% in the case of maximum individual performance). |

  90. Overall Performance Factor

    | 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 | 120% | $2,885,100 | | Eli Kalif | $856,486 | 100% | $856,486 | 148% | $1,269,123 | | Dr. Eric A. Hughes | $753,846 | 100% | $753,846 | 148% | $1,116,748 | | Richard Daniell | $836,753 | 100% | $836,753 | 136% | $1,134,888 | | Christine Fox | $800,000 | 100% | $800,000 | 136% | $1,085,120 |

  91. Overall Performance Factor

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

  92. Overall Performance Factor

    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 current 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.

  93. Equity Vehicles and Mix

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

  94. Equity Vehicles and Mix

    | Type of Long-Term Incentive Vehicle | Proportion of Long-Term Incentive Grant | Vesting Schedule | Performance Metrics (Weighting) | Rationale for Use | | Performance Share Units (PSUs) | 70% for CEO; 67% for other executive officers | Three-year cliff vesting | 2024-2026 Cumulative Free Cash Flow (60%) | Focuses employees on generating cash in the short- and long-term to deploy capital and repay debt, and reflects cash management practices, including working capital and capital expenditures, enabling the Company to pursue opportunities that contribute to long-term shareholder value | | | | | 2024-2026 Net Revenue Growth (annual and cumulative) (40%) | Demonstrates top line expansion, in alignment with the Pivot to Growth strategy, and is a leading indicator of corporate performance and value creation | | | | | 2024-2026 Absolute Stock Price (Modifier) | Strong performance, as measured by the other two metrics, is fully rewarded only if it also results in meaningful stock price growth. Absolute stock price performance ties executive officer compensation to shareholder value creation and aligns the interests and experience of executive officers with those of Teva and its shareholders. The absolute stock price modifier for the 2024 grants caps payouts at target if stock price performance measured at the end of the performance period has decreased, and can increase payouts up to 150% for increases in the third year of the performance period of up to nearly a 100%, subject to a maximum cap. | | Restricted Share Units (RSUs) | 30% for CEO; 33% for other executive officers | Four equal tranches vesting on the first, second, third and fourth anniversaries of the date of grant | N/A | N/A |

  95. Equity Vehicles and Mix

    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 PSUs granted to the NEOs represent the opportunity to have shares vest at the end of the three-year performance cycle based on the achievement of designated performance metrics and the change in absolute stock price, in each case, during the performance period of 2024-2026. 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.

  96. PSU Performance Metrics

    PSU Performance Metrics 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:

  97. PSU Performance Metrics

    | 1) | Net Revenue Growth is defined as the percentage increase or decrease in GAAP Net Revenue as reported in the financial statements included in the Company’s Annual Report on Form 10-K for a particular year, adjusted as described in the following sentence, in comparison to GAAP Net Revenue as reported in the financial statements included in the Company’s Annual Report on Form 10-K for the prior year. For purposes of determining Net Revenue Growth, the effects of unique transactions or divestitures and foreign exchange fluctuations are disregarded, and only the exchange rates used in the Company’s annual operating plan are used. For a reconciliation of Net Revenue to the most directly comparable financial measure calculated and presented in accordance with GAAP, please see Appendix A hereto. |

  98. PSU Performance Metrics

    | 2) | Free Cash Flow is defined as cash flow from operating activities, beneficial interest collected in exchange for securitized accounts receivables, proceeds from divestitures of businesses and other assets, net of cash used for capital investment. For purposes of determining Free Cash Flow, the effects of unique transactions or divestitures and foreign exchange fluctuations are disregarded, and only the exchange rates used in the Company’s annual operating plan are used. For a reconciliation of Free Cash Flow to Cash Flow from Operating Activities, please see Appendix A hereto. |

  99. PSU Performance Metrics

    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.

  100. Target, Threshold and Maximum Performance Levels

    | Level of Achievement of Net Revenue Growth(*) | Earning Percentage | | Below Threshold | 0% | | Threshold | 25% | | Target | 100% | | Maximum | 200% |

  101. Target, Threshold and Maximum Performance Levels

    | Level of Achievement of Free Cash Flow(*) | Performance Achievement % | Earning Percentage | | Below Threshold | Below 85% | 0% | | Threshold | 85% | 25% | | Target | 100% | 100% | | Maximum | 110% | 200% |

  102. Absolute Stock Price Modifier

    Absolute Stock Price Modifier The HR and Compensation Committee and the Board view the inclusion of Absolute Stock Price 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. If the weighted average of the earning percentages for Net Revenue Growth and Free Cash Flow is less than 100%, then the modifier will not apply. If the weighted average of the earning percentages for Net Revenue Growth and Free Cash Flow is greater than 100%, then the weighted average is multiplied by an Absolute Stock Price modifier. As noted above, strong performance, as measured by the other two metrics, is fully rewarded only if it also results in meaningful stock price growth. The HR and Compensation Committee will calculate the 20-trading day average ending on the last trading day of the last month of the performance period at the end of December 2026. The HR and Compensation Committee will also calculate the 20-trading day average ending on the last trading day of December 2023. If the average for the end of 2026 is less than the average for the end of 2023, then any weighted average earning percentage above 100% will be reduced to 100%. If the average for the end of 2026 is greater than the average for the end of 2023, then any weighted average earning percentage above 100% will be multiplied by a modifier based on the Absolute Stock Price. The HR and Compensation Committee will calculate the Absolute Stock Price to use based on the highest price within a 30 consecutive trading day period within 2026, where each day’s price is the 15-trading day average price. To have any benefit from the modifier, the stock price will have to increase by approximately 50%, and is effective for increases up to approximately 100%, which the HR and Compensation Committee considers robust and rigorous. There is a cap on the final earning percentage, as modified by any potential modifier, of 250%. The product of (1) the weighted average of the earning percentages for the two metrics and (2) the Absolute Stock Price 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. Ultimately, the HR and Compensation Committee approves and presents the performance achievement percentages, the calculation of the average earning percentage and the Absolute Stock Price modifier (if applicable), and the determination of the number of PSUs earned by each executive officer to the Board for its review and approval.

  103. 2024 Grants of PSUs and RSUs

    2024 Grants of PSUs and RSUs In making determinations about 2024 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 2024 annual grant date fair values at target approved by the HR and Compensation Committee and the Board for the CEO and the other NEOs.

  104. 2024 Grants of PSUs and RSUs

    | Executive | PSUs ($)(*) | RSUs ($)(*) | Total ($)(*) | | Richard Francis | 6,300,000 | 2,700,000 | 9,000,000 | | Eli Kalif | 2,500,000 | 1,250,000 | 3,750,000 | | Dr. Eric A. Hughes | 2,500,000 | 1,250,000 | 3,750,000 | | Richard Daniell | 2,200,000 | 1,100,000 | 3,300,000 | | Christine Fox | 2,200,000 | 1,100,000 | 3,300,000 |

  105. 2024 Grants of PSUs and RSUs

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

  106. 2024 Grants of PSUs and RSUs

    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.

  107. 2022-2024 Performance Share Unit Payout

    2022-2024 Performance Share Unit Payout In 2022, the HR and Compensation Committee and the Board selected Net Revenue and non-GAAP Operating Profit as metrics for the PSUs and granted PSUs with performance-based vesting requirements for the three-year performance period of 2022-2024. In connection with the 2022 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, 2022-2024 Net Revenue and 2022-2024 non-GAAP Operating Profit, 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:

  108. 2022-2024 Performance Share Unit Payout

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

  109. 2022-2024 Performance Share Unit Payout

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

  110. 2022-2024 Performance Share Unit Payout

    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 2022 compensation decisions for the three-year period, as set forth below.

  111. 2022-2024 Performance Share Unit Payout

    | 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% |

  112. 2022-2024 Performance Share Unit Payout

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

  113. 2022-2024 Performance Share Unit Payout

    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 102% which was then subject to a relative TSR modifier, which adjusted the earning percentage to be 120% of the actual earning percentage, resulting in a modified earning percentage of 123%.

  114. 2022-2024 Performance Share Unit Payout

    | Weighting | Performance Metric | Threshold (85%) ($B)(*) | Target (100%) ($B)(*) | Maximum (120%) ($B)(*) | Actual Results ($B) | % Achievement | Earning % | | 50% | Net Revenue | 39,364 | 46,310 | 55,572 | 47,315 | 102% | 111% | | 50% | Non-GAAP Operating Income | 11,036 | 12,983 | 15,580 | 12,830 | 99% | 94% | | Weighted Average: | | | | | | | 102% | | Relative TSR Modifier (+20%, reflecting 87th percentile) | | | | | | | 120% | | Final Earning % | | | | | | | 123% |

  115. 2022-2024 Performance Share Unit Payout

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

  116. 2022-2024 Performance Share Unit Payout

    Based on this outcome, the NEOs earned Teva PSUs in respect of their 2022-2024 PSU awards as follows (Mr. Francis, Dr. Hughes and Ms. Fox had not joined Teva in 2022 when these PSUs were granted):

  117. 2022-2024 Performance Share Unit Payout

    | Executive | Target Award (# of PSUs) | Final Earning Percentage(*) | Final Award (# of PSUs) | | Eli Kalif | 148,942 | 123% | 183,169 | | Richard Daniell | 148,942 | 123% | 183,169 |

  118. 2022-2024 Performance Share Unit Payout

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

  119. Sign-On Cash Bonus Payout

    Sign-On Cash Bonus Payout The HR and Compensation Committee and the Board do not generally intend to provide one-time cash awards except in a very judicious and limited manner in rare circumstances as warranted by the situation. The HR and Compensation Committee and the Board view any such cash awards to the NEOs as a special and exceptional nonrecurring event to meet the Company’s needs during a specific period or for a specific purpose. The HR and Compensation Committee and the Board continue to prudently and carefully evaluate our compensation program to ensure that it aligns the interests of executive officers and shareholders and links their pay to the Company’s performance. As previously disclosed, upon commencing employment, in light of forfeited compensation opportunities at his prior employer and to incentivize him to join the Company as CEO, Mr. Francis received a sign-on cash award of $5 million, which is being paid in three installments. The second installment, equal to $1,500,000, was paid in 2024 and is reflected in the “Bonus” column of the Summary Compensation Table. Supplemental Non-GAAP Income Data We utilize certain non-GAAP financial measures to evaluate performance, in conjunction with other performance metrics. The following are examples of how we utilize the non-GAAP measures:

  120. Sign-On Cash Bonus Payout

    | • | our executive officers and Board use non-GAAP measures to evaluate our operational performance, to prepare and evaluate our work plans and annual budgets, and ultimately to evaluate the performance of our executive officers; |

  121. Sign-On Cash Bonus Payout

    | • | our annual budgets are prepared on a non-GAAP basis; and |

  122. Sign-On Cash Bonus Payout

    | • | 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. |

  123. Sign-On Cash Bonus Payout

    Non-GAAP financial measures have no standardized meaning and accordingly have limitations in their usefulness to investors. We provide this non-GAAP data because our executives believe that the data provide useful information to investors. However, investors are cautioned that, unlike financial measures prepared in accordance with U.S. GAAP, non-GAAP measures may not be comparable with the calculation of similar measures for other companies. For the definitions of non-GAAP financial measures and a reconciliation of these items to the most directly comparable financial measures calculated and presented in accordance with GAAP, reference is made to the section captioned “Non-GAAP Net Income and Non-GAAP EPS Data” in the Company’s Form 10-K for the year ended December 31, 2024 and the reconciliations provided in Appendix A hereto. 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.

  124. Israel

    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 is 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.

  125. Expatriate Benefits / International Assignment and Relocation Benefits

    | • | unvested time-based restricted shares and RSUs. |

  126. Expatriate Benefits / International Assignment and Relocation Benefits

    | • | unvested PSUs; and |

  127. Expatriate Benefits / International Assignment and Relocation Benefits

    | • | stock options, whether vested or unvested. |

  128. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  129. 2024 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 | 2024 | 1,600,000 | 1,500,000 | 8,999,988 | 0 | 2,885,100 | 0 | 533,859 | 15,518,947 | | | 2023 | 1,600,000 | 1,500,000 | 18,999,993 | 0 | 2,600,000 | 0 | 1,006,887 | 25,706,880 | | Eli Kalif Executive Vice President, Chief Financial Officer | 2024 | 856,486 | 0 | 3,749,975 | 0 | 1,269,123 | 0 | 299,475 | 6,175,059 | | | 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 | | Dr. Eric Hughes Executive Vice President, Global R&D and Chief Medical Officer | 2024 | 753,846 | 0 | 3,749,975 | 0 | 1,116,748 | 0 | 134,218 | 5,754,787 | | Richard Daniell Executive Vice President, European Commercial | 2024 | 836,753 | 0 | 3,299,990 | 0 | 1,134,888 | 0 | 161,661 | 5,433,292 | | | 2023 | 772,754 | 0 | 3,499,986 | 0 | 743,372 | 0 | 148,051 | 5,164,163 | | Christine Fox Executive Vice President, US Commercial | 2024 | 800,000 | 0 | 3,299,990 | 0 | 1,085,120 | 0 | 32,913 | 5,218,023 |

  130. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  131. 2024 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Share Awards: Number of Shares or Share | Grant Date Fair Value of Share and Option | | Name | Approval Date | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Awards ($) | | Richard Francis | | | Annual Incentive | 1,575,000 | 2,400,000 | 3,200,000 | | | | | | | | 1/30/2024 | 3/4/2024 | PSU | | | | 117,188 | 468,750 | 1,171,875 | | 6,300,000 | | | 1/30/2024 | 3/4/2024 | RSU | | | | | | | 200,892 | 2,699,988 | | Eli Kalif | | | Annual Incentive | 562,069 | 856,486 | 1,712,972 | | | | | | | | 1/30/2024 | 3/4/2024 | PSU | | | | 46,503 | 186,011 | 465,027 | | 2,499,988 | | | 1/30/2024 | 3/4/2024 | RSU | | | | | | | 93,005 | 1,249,987 | | Dr. Eric Hughes | | | Annual Incentive | 494,711 | 753,846 | 1,507,692 | | | | | | | | 1/30/2024 | 3/4/2024 | PSU | | | | 46,503 | 186,011 | 465,027 | | 2,499,988 | | | 1/30/2024 | 3/4/2024 | RSU | | | | | | | 93,005 | 1,249,987 | | Richard Daniell | | | Annual Incentive | 549,119 | 836,753 | 1,673,507 | | | | | | | | 1/30/2024 | 3/4/2024 | PSU | | | | 40,923 | 163,690 | 409,225 | | 2,199,994 | | | 1/30/2024 | 3/4/2024 | RSU | | | | | | | 81,845 | 1,099,997 | | Christine Fox | | | Annual Incentive | 525,000 | 800,000 | 1,600,000 | | | | | | | | 1/30/2024 | 3/4/2024 | PSU | | | | 40,923 | 163,690 | 409,225 | | 2,199,994 | | | 1/30/2024 | 3/4/2024 | RSU | | | | | | | 81,845 | 1,099,997 |

  132. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End

  133. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 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 | | | | | 323,311 | 7,125,774 | | | 33% in 2024, 2025 and 2026 | | | | 3/3/2023 | | | | | 201,693 | 4,445,314 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | | | | | 200,892 | 4,427,660 | | | 25% in 2025, 2026, 2027 and 2028 | | | PSUs | 2/15/2023 | | | | | | | 538,851 | 11,876,276 | 100% in 2026, subject to performance | | | | 3/3/2023 | | | | | | | 697,211 | 15,366,530 | 100% in 2026, subject to performance | | | | 3/4/2024 | | | | | | | 117,188 | 2,582,824 | 100% in 2027, subject to performance | | Eli Kalif | RSUs | 3/5/2021 | | | | | 21,390 | 471,436 | | | 25% in 2022, 2023, 2024, and 2025 | | | | 3/4/2022 | | | | | 67,024 | 1,477,209 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | | | | | 149,402 | 3,292,820 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | | | | | 93,005 | 2,049,830 | | | 25% in 2025, 2026, 2027 and 2028 | | | PSUs | 3/4/2022 | | | | | 183,169 | 4,037,045 | | | 100% in 2025 | | | | 3/3/2023 | | | | | | | 110,668 | 2,439,123 | 100% in 2026, subject to performance | | | | 3/4/2024 | | | | | | | 46,503 | 1,024,926 | 100% in 2027, subject to performance | | Dr. Eric Hughes | RSUs | 8/1/2022 | | | | | 105,486 | 2,324,911 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | | | | | 74,701 | 1,646,410 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | | | | | 93,005 | 2,049,830 | | | 25% in 2025, 2026, 2027 and 2028 | | | PSUs | 3/3/2023 | | | | | | | 110,668 | 2,439,123 | 100% in 2026, subject to performance | | | | 3/4/2024 | | | | | | | 46,503 | 1,024,926 | 100% in 2027, subject to performance | | Richard Daniell | Options | 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 | 3/5/2021 | | | | | 22,576 | 497,575 | | | 25% in 2022, 2023, 2024, and 2025 | | | | 3/4/2022 | | | | | 67,024 | 1,477,209 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | | | | | 186,753 | 4,116,036 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | | | | | 81,845 | 1,803,864 | | | 25% in 2025, 2026, 2027 and 2028 | | | PSUs | 3/4/2022 | | | | | 183,169 | 4,037,045 | | | 100% in 2025 | | | | 3/3/2023 | | | | | | | 110,668 | 2,439,123 | 100% in 2026, subject to performance | | | | 3/4/2024 | | | | | | | 40,923 | 901,943 | 100% in 2027, subject to performance | | Christine Fox | RSUs | 11/20/2023 | | | | | 190,476 | 4,198,091 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | | | | | 81,845 | 1,803,864 | | | 25% in 2025, 2026, 2027 and 2028 | | | PSUs | 3/4/2024 | | | | | | | 40,923 | 901,943 | 100% in 2027, subject to performance |

  134. 2024 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 “2024 Potential Payments Upon Termination or Change in Control” for information on the treatment of options upon retirement, death, disability, termination or change in control. |

  135. 2024 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, 2024. |

  136. 2024 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 2022-2024 performance period. The number of PSUs reported in this column takes into consideration the PSUs that vested in March 2025 for the 2022-2024 performance period at their actual payout percentage equal to 123% of target performance. As of December 31, 2024, the relevant performance period had been completed and in January 2025 the HR and Compensation Committee and Board determined the performance results and the awards fully vested thereafter. See “2024 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. |

  137. 2024 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 31, 2024, 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. |

  138. 2024 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 2025 and at threshold level for the open performance cycle ending in 2026. 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 “2024 Potential Payments Upon Termination or Change in Control” for information on the treatment of PSUs upon retirement, death, disability, termination or change in control. |

  139. 2024 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 31, 2024, 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. |

  140. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (7) This column discloses the vesting status and vesting schedule of outstanding awards held by our NEOs as of December 31, 2024, which generally vest on the relevant anniversary of the date of grant. |

  141. 2024 Option Exercises and Stock Vested

    2024 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 2024. Values are shown before payment of any applicable withholding taxes or brokerage commissions. There were no stock options exercised by the NEOs in 2024.

  142. 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Richard Francis | 228,886 | 3,037,431 | | Eli Kalif | 182,079 | 2,444,614 | | Dr. Eric Hughes | 77,642 | 1,259,751 | | Richard Daniell | 194,163 | 2,610,121 | | Christine Fox | 63,492 | 1,081,269 |

  143. 2024 Option Exercises and Stock Vested

    | (1) Amounts disclosed in this column reflect the total number of PSUs and RSUs that vested during 2024. |

  144. 2024 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. |

  145. 2024 Pension Benefits

    2024 Pension Benefits None of our NEOs participate in or have accrued benefits under qualified or non-qualified defined benefit plans sponsored by us.

  146. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  147. 2024 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FY ($)(4) | | Dr. Eric Hughes | Supplemental Deferred Compensation Plan | 37,154 | 71,781 | 7,812 | 0 | 161,234 |

  148. 2024 Nonqualified Deferred Compensation

    | (1) Amounts disclosed in this column reflect elective deferrals made by our NEO and are included in the amounts reported as “Salary” in the Summary Compensation Table above. |

  149. 2024 Nonqualified Deferred Compensation

    | (2) Amounts disclosed in this column are included within the amount reported in the “All Other Compensation” column of the Summary Compensation Table above. |

  150. 2024 Nonqualified Deferred Compensation

    | (3) Amounts disclosed in this column include earnings on the Supplemental Deferred Compensation Plan as well as changes in the values of the underlying accounts. None of the amounts disclosed in this column were reported in the Summary Compensation Table because the Company does not credit above-market or preferential earnings on deferred compensation. |

  151. 2024 Nonqualified Deferred Compensation

    | (4) Amounts disclosed in this column reflect the cumulative value of the NEO’s contributions and Company matching contributions, which have been included in the amounts reported as “Salary” and “All Other Compensation,” in the applicable Summary Compensation Tables, and investment earnings thereon. Under the applicable rules of the plan, this amount is not yet vested. |

  152. 2024 Nonqualified Deferred Compensation

    Teva’s North American subsidiaries provide a tax qualified defined contribution 401(k) Retirement Savings Plan for the benefit of employees. Under this plan, contribution amounts have been determined based on specified percentages of pay. The Code limits the benefits that may be contributed into the 401(k) plan. As a complement to this plan, the Company maintains a supplemental retirement plan, the Supplemental Deferred Compensation Plan, to bridge the gap between legally mandated limits on qualified plan benefits and the retirement benefits offered at comparable public companies, and to provide participants with supplemental benefits. While the Company has formally funded the 401(k) plan match contribution, the Supplemental Deferred Compensation Plan is not formally funded.

  153. Supplemental Deferred Compensation Plan

    Supplemental Deferred Compensation Plan The Supplemental Deferred Compensation Plan is a nonqualified, unfunded deferred compensation plan under which certain eligible employees may defer up to 75% of base salary, annual bonuses and sales bonuses. The Company matches 100% of the first 6% of all eligible compensation deferred above the IRS qualified compensation limit, and makes restorative matching contributions to restore the Company match that were lost to the participant under the Retirement Savings Plan. Participants are vested in 100% of Company contributions once three years of service are completed. There are 26 investment options within the Supplemental Deferred Compensation Plan, and participants may change their investment allocations. Contributions plus earnings are paid out of the general assets of the Company. Participants that are age 55 with at least 15 years of service or age 65 with five years of service are retirement eligible, and may receive payment from the Plan in a lump sum or in annual installments for up to 20 years beginning on the first distribution date (January or July) that is at least 13 months after their retirement. Participants that terminate employment prior to retirement receive a lump sum beginning on the first distribution date that is at least six months after termination. Participants may change their distribution election at least 12 months prior to the originally scheduled payment date and as long as the change results in the payment date being delayed at least five years.

  154. 2024 Potential Payments Upon Termination or Change in Control

    2024 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 31, 2024, the last business day of the year, and that the value of a Teva share on that day was $22.04, the closing price on the NYSE on December 31, 2024, the last trading day of 2024. 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:

  155. 2024 Potential Payments Upon Termination or Change in Control

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

  156. 2024 Potential Payments Upon Termination or Change in Control

    | • | Vested benefits accrued under the 401(k) and pension plans; and |

  157. 2024 Potential Payments Upon Termination or Change in Control

    | • | Vested benefits under the Supplemental Deferred Compensation Plan provided to the NEOs, as previously described in the section entitled “2024 Nonqualified Deferred Compensation.” |

  158. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control The following tables summarize the payments and benefits that the NEOs would receive upon a termination without cause or resignation with good reason and completion of the required notice period as of December 31, 2024, the last business day of the year. The U.S. dollar amounts in the tables below were converted from local currency, where needed, using the December monthly average exchange rate of 3.62 Israeli shekels per U.S. dollar and 0.79 British pounds per U.S. dollar.

  159. 2024 Pay Ratio

    2024 Pay Ratio We have estimated the compensation of the 2024 median employee to be $66,199. The annual total compensation of our CEO was $15,518,947. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 234 to 1. Our “median employee” is a full-time, salaried employee located in Israel. We totaled all of the elements of the employee’s compensation for 2024 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 $66,199, of which $34,312 is base salary, $5,785 is non-equity incentive compensation, and $26,103 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. The CEO pay ratio rule permits the use of a median employee for up to three years unless there has been a meaningful change to a company’s employee population. We determined that there was no meaningful change to our employee population and therefore we used the same median employee as was used in 2023 for pay ratio purposes. 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.

  160. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC 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.

  161. 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) | Net Revenue ($ Millions) (5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | | 15,518,947 | | 40,920,263 | 5,645,290 | 12,940,595 | 224.90 | 135.41 | (1,959) | 16,544 | | 2023 | | 25,706,880 | | 26,191,537 | 4,522,802 | 4,825,132 | 106.53 | 124.97 | (615) | 15,846 | | 2022 | 15,529,138 | | 17,214,057 | | 3,977,166 | 4,426,020 | 93.06 | 123.43 | (2,499) | 14,925 | | 2021 | 14,681,772 | | 7,570,056 | | 3,740,840 | 3,075,466 | 81.73 | 129.31 | 456 | 15,878 | | 2020 | 15,724,518 | | 10,866,321 | | 3,997,258 | 3,783,167 | 98.47 | 114.32 | (4,099) | 16,659 |

  162. 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 and 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  163. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Eli Kalif | Eli Kalif | Eli Kalif | Eli Kalif | Eli Kalif | | Dr. Hafrun Fridriksdottir | Dr. Sven Dethlefs | Dr. Sven Dethlefs | Richard Daniell | Dr. Eric Hughes | | Brendan O’Grady | Eric Drapé | Mark Sabag | Eric Drapé | Richard Daniell | | Eric Drapé | Mark Sabag | Eric Drapé | Mark Sabag | Christine Fox |

  164. 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. |

  165. 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. |

  166. 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 ($) | Compensation Actually Paid to PEO 2 ($) | | 2024 | 15,518,947 | (8,999,988) | 34,401,304 | 40,920,263 |

  167. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 5,645,290 | (3,524,983) | 10,820,288 | 12,940,595 |

  168. 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:

  169. 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 ($) | | 2024 | 14,758,910 | 18,994,534 | 0 | 647,860 | 0 | 0 | 34,401,304 |

  170. 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 ($) | | 2024 | 5,780,552 | 4,549,484 | 0 | 490,252 | 0 | 0 | 10,820,288 |

  171. 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, 2024. 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. |

  172. Pay Versus Performance Disclosure

    | (5) We determined Net Revenue 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 2024. This performance measure may not have been the most important financial performance measure for years 2020 through 2023 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  173. 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.

  174. NEO Compensation Actually Paid, Total Shareholder Return (“TSR”) and Peer Group TSR

    NEO Compensation Actually Paid, Total Shareholder Return (“TSR”) and Peer Group 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 five most recently completed fiscal years for the Company and the Dow Jones U.S. Select Pharmaceuticals Total Return Index.

  175. NEO Compensation Actually Paid and Net Income

    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 five most recently completed fiscal years.

  176. NEO Compensation Actually Paid and Net Revenue

    NEO Compensation Actually Paid and Net Revenue 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 Revenue during the five most recently completed fiscal years.

  177. Performance Measures

    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 2024 to Company performance. The measures in this table are not ranked .

  178. Performance Measures

    | Net Revenue Free Cash Flow Non-GAAP Earnings Per Share Stock Price |

  179. Performance Measures

    HR and Compensation Committee Interlocks and Insider Participation The HR and Compensation Committee currently consists of Rosemary A. Crane (chair), Gerald M. Lieberman, Dr. Perry Nisen and Janet S. Vergis. During fiscal year 2024, no member of the HR and Compensation Committee was an employee, officer or former officer of Teva or any of its subsidiaries. During fiscal year 2024, no member of the HR and Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related party transactions. During fiscal year 2024, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on Teva’s Board of Directors or HR and Compensation Committee. Advisory Vote on Compensation of Named Executive Officers As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Schedule 14A of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our shareholders with the opportunity to approve, by advisory vote, the compensation of our NEOs, as disclosed in this Proxy Statement in accordance with the rules of the SEC. This proposal, commonly referred to as the “say-on-pay” vote, gives our shareholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation or any specific NEOs, but rather the overall compensation of our NEOs and our executive compensation philosophy, objectives and program, as described in this Proxy Statement. Accordingly, we ask our shareholders to approve the compensation of our NEOs, as disclosed pursuant to Item 402 of Regulation S-K of the Exchange Act in the section entitled “Executive Compensation” of this Proxy Statement, including the CD&A, the compensation tables and the related narrative disclosure, by casting a non-binding advisory vote “FOR” the following resolution: “RESOLVED, that the shareholders of Teva Pharmaceutical Industries Limited approve, on a non-binding advisory basis, the compensation of its named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.” As an advisory vote, the result will not be binding on the Board or the HR and Compensation Committee. The say-on-pay vote will, however, provide us with important feedback from our shareholders about our executive compensation philosophy, objectives and program. Our Board and the HR and Compensation Committee value the opinions of our shareholders and expect to take into account the outcome of the vote when considering future executive compensation decisions and when evaluating our executive compensation program. Following our 2025 Annual Meeting, the next advisory vote on named executive officer compensation is expected to occur at the 2026 Annual Meeting, unless the Board of Directors modifies its policy on the frequency of holding such advisory votes. Approval of Teva’s Amended Compensation Policy Pursuant to the Israeli Companies Law, Israeli publicly traded companies are required to adopt a compensation policy regarding the terms of office and employment of their office holders. The compensation policy must be reviewed from time to time by the compensation committee and board of directors to ensure its alignment with the company’s compensation philosophy and to consider its appropriateness. The compensation policy must further be approved once every three years by the board of directors, after it considers the recommendations of the compensation committee, and then by a simple majority of the shareholders which further requires the approval of Disinterested Majority of shareholders. A “Disinterested Majority” of shareholders means: (i) at least a majority of the holders of ordinary shares who are not controlling shareholders and who do not have a personal benefit or other interest in the matter, who are present and voting (abstentions are disregarded), or (ii) the holders of ordinary shares who are not controlling shareholders and who do not have a personal benefit or other interest in the matter who were present and voted against the approval of such proposals hold, in the aggregate, two percent or less of the voting power in the company. To the extent a compensation policy is not approved by the shareholders, then generally, following re-discussion of the matter, the board of directors may nonetheless approve the compensation policy, provided that the compensation committee and board of directors determined, based on detailed reasoning, that such approval is in the company’s best interest. Amendments to the compensation policy require the same approval process, unless otherwise provided by applicable Israeli law. Accordingly, we note that this approval vote of the compensation policy is due to Israeli law requirements and in addition to and not in lieu of the annual advisory “say-on-pay” vote that we are required to hold as a U.S. domestic issuer, which appears above in Proposal 2. Teva’s Compensation Policy for Executive Officers and Directors was initially approved at our 2013 annual general meeting of shareholders, and last approved at our 2022 annual general meetings of shareholders (hereinafter the “Compensation Policy”). Unlike “say-on-pay,” which is a retrospective shareholder advisory vote based on actual executive compensation granted in the previous year, the Compensation Policy serves as a prospective framework for the HR and Compensation Committee and the Board of Directors when making compensation decisions generally for the following three-year period, which sets caps and other limitations. The HR and Compensation Committee and the Board of Directors generally cannot approve any compensation that does not fall within the framework of Teva’s Compensation Policy, without seeking shareholder approval. Therefore, and in light of our previous experience, we believe that Teva’s Compensation Policy must maintain flexibility to address Teva’s various human capital needs and challenges, including special circumstances that may arise during the respective three-year period. The compensation elements, caps and other limitations set forth in the Compensation Policy do not create an obligation or a promise to actually grant such compensation. The actual executive compensation design and amounts granted to our NEOs in the previous year are reflected in the CD&A and presented for a shareholder advisory vote under Proposal 2. Following the recommendation of the HR & Compensation Committee, the Board of Directors has approved, and recommends that shareholders approve, the amended Compensation Policy, substantially in the form attached to this Proxy Statement as Appendix B. The Compensation Policy submitted for shareholder approval under this Proposal 3 addresses the requirements under the Israeli Companies Law and shall be in effect in accordance with the Israeli Companies Law, as long as such requirements are applicable to Teva. The proposed amendments to our Compensation Policy mainly reflect our unique status, subjecting us to both Israeli compensation policy requirements and U.S. compensation disclosure, and “say-on-pay” requirements. In addition, these amendments are intended to better align with external market practice that has evolved over the past six years since we last proposed changes and reflect experience gained in the implementation of the Compensation Policy as previously PROPOSAL 3: APPROVAL OF TEVA’S AMENDED COMPENSATION POLICY approved by our shareholders and in consultation with the HR and Compensation Committee’s independent compensation consultant, Meridian, while also taking into account considerations required under Israeli law.

  180. Performance Measures

    The material amendments proposed in the amended Compensation Policy include the following:

  181. Performance Measures

    | • | Pay Mix. The amended Compensation Policy modifies the pay mix for annual base salary and annual cash bonus from 10%-30% to 5%-30% each and the annual equity-based compensation from 40%-80% to 40%-90%. This change places more emphasis on equity compensation which is aligned to shareholder interests. |

  182. Performance Measures

    | • | Equity-based Compensation: |

  183. Performance Measures

    | – | The amended Compensation Policy modifies the vesting terms of equity-based awards so that one-time awards (including, but not limited to, sign-on awards) must have a minimum full vesting period of one year from the date of grant (annual awards will continue to have a minimum full vesting period of three years from the date of grant). In addition, the Company may require a holding period post-vesting for all equity-based awards. |

  184. Performance Measures

    | – | The amended Compensation Policy increases the maximum monetary value of the annual equity-based compensation that may be awarded to the CEO to $16 million and for any other executive officer to $6 million. These maximum values approximate our peer group 75th percentile based on recent market data, to provide flexibility for growth over the three-year term of the Compensation Policy. In addition, the definition of maximum monetary value will be amended to mean the greater of the grant date fair value or target value. |

  185. Performance Measures

    | • | Termination arrangements: |

  186. Performance Measures

    | – | In addition to severance payments mandated by applicable law, the amended Compensation Policy modifies the approach to severance payments, to provide for severance payments that may be (i) up to one-times the executive officer’s annual base salary and target annual cash bonus, or, with respect to the CEO, one and a half times the sum of the CEO’s (a) annual base salary and (b) target annual cash bonus, upon a qualifying termination, or (ii) any amount provided under an executive officer’s terms of employment prior to the Annual Meeting. Similar to the current policy, this payment or any part thereof may also be subject to and/or in consideration for the executive officer’s undertaking not to compete with Teva for a period of time and/or other covenants. |

  187. Performance Measures

    | – | The amended Compensation Policy modifies the approach to change in control payments, to provide for payments that upon termination of service or employment by the Company, or, in certain circumstances by the executive officer, up to two years following a change in control event as defined in Teva’s 2020 Long-Term Equity-Based Incentive Plan or any subsequent shareholder approved plan, may be (i) an additional cash award of up to one-times the executive officer’s annual base salary and target annual cash bonus upon termination, or (ii) any amount provided under an executive officer’s terms of employment prior to the Annual Meeting. |

  188. Performance Measures

    | • | Clawback. The amended Compensation Policy aligns with SEC/NYSE requirements of requiring the executive officer to return gross compensation amounts and that the Company may allow the executive officer to return the required compensation by means of an offset to, or cancellation of, outstanding grants or opportunities. In addition, it was clarified that the clawback provisions included in the Compensation Policy do not derogate from any other similar provisions, as Teva has adopted additional clawback policy pursuant to the SEC/NYSE requirements. |

  189. Performance Measures

    The overview above is a summary of the material amendments included in the amended Compensation Policy and is qualified in its entirety by reference to the full text of the amended Compensation Policy, substantially in the form attached hereto as Appendix B. Our current Compensation Policy, as adopted by our shareholders at our 2022 annual meeting of shareholders, is available at www.tevapharm.com. Information on our website is not part of the proxy materials and is not incorporated into the proxy statement by reference. Approval of an Amendment to the Terms of Office and Employment of Teva’s President and Chief Executive Officer Background As required by the Israeli Companies Law, the Company seeks shareholder approval of our proposal to amend the terms of office and employment of our President and CEO, Mr. Richard Francis. Effective January 1, 2023, the Board appointed Mr. Francis as President and CEO. Mr. Francis is a seasoned pharmaceutical executive bringing over two decades of experience to the Company, including five years as CEO of Sandoz and also service as a member of the Novartis Executive Team from 2014 to 2019. Based on this outstanding profile, our Board selected Mr. Francis as the best candidate to lead Teva, establish a new strategy and then execute it as part of the effort to return the Company to growth. As he began his tenure, in order to better understand the opportunities and challenges facing Teva, Mr. Francis listened to patients, customers, shareholders and other stakeholders and intently studied Teva’s businesses, products, pipeline and capabilities. Based on this information and after assessing the Company’s strengths and opportunities, Mr. Francis and our executive leadership team developed an incisive and compelling strategy to improve performance and returns. At a May 2023 Investor Day, Mr. Francis and Teva’s executive leadership presented our newly developed “Pivot to Growth” strategy. This new Pivot to Growth strategy is based on four key pillars:

  190. Performance Measures

    | – | Delivering on our growth engines, mainly by further commercializing AUSTEDO, AJOVY, UZEDY and developing our late-stage pipeline of biosimilars; |

  191. Performance Measures

    | – | Stepping up innovation, through delivering on our late-stage innovative pipeline assets as well as building up our early-stage pipeline organically and potentially through business development activities; |

  192. Performance Measures

    | – | Sustaining our strong generics medicines franchise, with a global commercial footprint, focused portfolio and pipeline, and excellent manufacturing network; and |

  193. Performance Measures

    | – | Focusing our business, by optimizing our portfolio and global manufacturing footprint to enable strategic capital deployment to accelerate our near and long-term growth engines, and reorganizing certain of our business units to a more optimal structure, while also reorganizing key business units to enhance operational efficiency. |

  194. Performance Measures

    As disclosed above in “Compensation Discussion and Analysis”, in 2024, Mr. Francis continued to lead our execution with precision the roadmap for our “Pivot to Growth” strategy, and we are on track to reach the goals:

  195. Performance Measures

    | – | We continued to show strong performance of our key innovative products, mainly AUSTEDO, AJOVY, and UZEDY, as well as on our late-stage pipeline of biosimilars; |

  196. Performance Measures

    | – | We have been accelerating the development of certain key pipeline assets, including the recent positive Phase 2b results for duvakitug (anti-TL1A); |

  197. Performance Measures

    PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA’S PRESIDENT AND CHIEF EXECUTIVE OFFICER

  198. Performance Measures

    | – | We continued to optimize our generics business and build a strong pipeline of biosimilars, with several successful launches of high-value complex generics in 2024; |

  199. Performance Measures

    | – | We continued our efforts on capital allocation and disciplined cost management by focusing on debt repayment and optimizing our working capital management, as well as focusing our portfolio by progressing the planned sale of our active pharmaceutical ingredient (API) business. |

  200. Performance Measures

    Reflecting the success of the first 24 months of Mr. Francis’ leadership and of the execution of the Pivot to Growth strategy, Teva has generated meaningful increases in shareholder value. As of December 31, 2024, the Company’s one-year TSR was 111%, three-year TSR was 175% and five-year TSR was 125%. Through these achievements, Mr. Francis has demonstrated 1) his ability to conceive and articulate an effective strategy for this moment in the Company’s evolution, the “Pivot to Growth” strategy, and 2) his strength in leading the execution of the first phase of that strategy, which has led to a meaningful increase in shareholder value. The implementation of this strategy designed to generate growth and increase shareholder value is still in its early stages. The HR and Compensation Committee and the Board continue to believe that Mr. Francis is best suited to lead the organization forward at this juncture. To that end, the HR and Compensation Committee and the Board seek to (i) have a new provision regarding the term of Mr. Francis’s employment agreement, (ii) introduce a range for the target grant date fair values of his annual long-term incentive equity awards of $10 million to $16 million, with the exact value to be determined by the HR and Compensation Committee and the Board in each relevant year, with 70% being performance-based. The HR and Compensation Committee and the Board determined that subject to the approval of this Proposal 4 by the shareholders, for 2025, Mr. Francis will be entitled to a long-term incentive equity grant of $12 million, of which $9 million have already been granted and the additional $3 million would be granted following receipt of shareholder approval of this Proposal 4, (iii) increase the maximum annual cash incentive opportunity to 200% of target, subject to meeting the required level of performance achievement to be determined each year by the HR and Compensation Committee and the Board, without the need for further action or approval of the shareholders, and (iv) increase his annual base salary to $1.7 million for 2025 and onwards, with the ability for the HR and Compensation Committee and the Board to increase the annual base salary each subsequent year by up to 7.5% without the need for further action or approval of the shareholders. These changes result in a 2025 total target annual compensation of $16.25 million. The HR and Compensation Committee and the Board also seek to update the provisions of his employment agreement in connection with a termination of employment, and modify the approach with respect to perquisites. The HR and Compensation Committee and the Board believe that the proposed changes establish an overall compensation program that motivates and retains Mr. Francis through the execution of the “Pivot to Growth” strategy, which is reasonably aligned with market practices among our peer group. Compensation Policy under the Israeli Companies Law As required by the Israeli Companies Law, compensation policies must be approved once every three years and any amendment to the compensation policy must also be brought to the approval of the company’s shareholders, and so at this 2025 annual meeting of shareholders, our shareholders are being asked to approve an update to our Compensation Policy regarding the terms of office and employment that can be offered to our “office holders” (as defined under the Israeli Companies Law), which includes the President and CEO. These terms include cash compensation, equity-based awards and other items. Pursuant to the Israeli Companies Law, arrangements between Teva and our President and CEO must generally be consistent with the Compensation Policy. The proposed amendments to the Compensation Policy that is the subject of Proposal 3 contains some updates to bring the policy into closer alignment with current market practices and values, as discussed above. The approval of these updates to the current Compensation Policy approved by our shareholders at the 2022 shareholder meeting is a prerequisite to the approval of some of the terms in this amendment to the terms of office and employment of the President and CEO, as the updates to the practices and values set forth in the Compensation Policy would need to be in place to accommodate the proposed amended employment terms. If the 2025 Compensation Policy is not approved by shareholders at this annual meeting, the Board may nonetheless approve the amended compensation policy, as detailed above under Proposal 3. PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA’S PRESIDENT AND CHIEF EXECUTIVE OFFICER Approval Requirements Under Israeli Law The Israeli Companies Law provides that any arrangement between a company and a chief executive officer, who also serves as a director, relating to his or her compensation, must generally be consistent with the company’s compensation policy and requires the approval of the compensation committee, the board of directors and the shareholders by a simple majority, in that order. Accordingly, the employment agreement amendments described above, which were approved, and recommended for shareholder approval, by our HR and Compensation Committee and Board, also require shareholder approval at the Annual Meeting. Unlike our “say-on-pay” vote, the shareholder vote on this matter is binding under Israeli law and is not merely advisory. If this Proposal 4 is not approved by the affirmative vote of our shareholders, the Company will NOT be authorized to enter into the amendment to the employment agreement or award the additional compensation value to our President and CEO in 2025 or thereafter. Overall Compensation Strategy In order to accomplish our key corporate objectives, we must attract, motivate and retain highly skilled and experienced people to execute our corporate strategy and lead our team. To that end, our executive officer compensation program is designed to:

  201. Performance Measures

    | (i) link pay to performance; |

  202. Performance Measures

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

  203. Performance Measures

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

  204. Performance Measures

    | (iv) encourage performance without excessive risk. |

  205. Performance Measures

    CEO Performance Assessment In seeking to amend the President and CEO’s employment agreement, the HR and Compensation Committee and the Board evaluated the performance of our President and CEO in his first two years, including the following:

  206. Performance Measures

    | • | Development and implementation of the “Pivot to Growth” strategy, with strong evidence of early success in all four pillars; |

  207. Performance Measures

    | • | Eight quarters of revenue growth, with an 8% compound annual growth rate for the two-year period, and met or exceeded the Company’s financial guidance; |

  208. Performance Measures

    | • | Strong 2024 performance driven by sales of innovative medicines, including AUSTEDO® for Huntington’s disease and other movement disorders, AJOVY® for the preventive treatment of migraines, and UZEDY® for schizophrenia in adults; |

  209. Performance Measures

    | • | Advancing of Teva’s early and late-stage innovative medicine pipeline and expansion of the Company’s global biosimilar portfolio; |

  210. Performance Measures

    | • | Strong growth in the generics business across all regions, driven by new product launches and operational improvements; and |

  211. Performance Measures

    | • | Strong one-, three- and five-year TSR performance. |

  212. Performance Measures

    Mr. Francis has led all of these accomplishments, and in so doing, has begun to generate the growth and improvement in shareholder value sought by the Board when it appointed him. Benchmark Positioning Relative to Market Median In order to understand how the level of President and CEO compensation, and its individual components, compares to market practice of our peers, the HR and Compensation Committee and the Board compared all components and aspects of the President and CEO’s compensation, excluding any one time cash and equity awards, to the opportunities and amounts delivered to chief executive officers at companies in our peer group, as presented in a benchmark study prepared by Meridian. As discussed above under “Compensation Discussion and Analysis”, during 2024, the HR and Compensation Committee updated the Peer Group using updated selection criteria, which resulted in some companies being added and some PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA’S PRESIDENT AND CHIEF EXECUTIVE OFFICER removed, with Teva being placed within the median range of the companies in the Peer Group as measured by various criteria. This updated Peer Group was used when assessing the competitiveness of the President and CEO’s compensation package. See “Executive Compensation—Compensation Discussion and Analysis” above for additional details on the updated Peer Group. The HR and Compensation Committee and the Board also considered the Company’s compensation philosophy and objectives, internal fairness and market trends, and other relevant factors as required by law and the Compensation Policy approved by its shareholders at the 2022 shareholder meeting and the proposed changes to be made to such Compensation Policy as referred to under Proposal 3 above. The HR and Compensation Committee and the Board considered the past sign-on cash and equity awards granted to Mr. Francis in 2023, and determined that they should not be included in the analysis because they were granted to provide consideration for his forfeited compensation opportunities at his prior employer and to incentivize him to join the Company. The HR and Compensation Committee and the Board’s review of the Meridian study indicated that the President and CEO’s target annual total direct compensation of $13.0 million, which complied with the 2022 shareholder-approved Compensation Policy, was significantly below competitive market levels largely as a result of the CEO’s target annual long-term incentive equity component of $9.0 million being set substantially below the peer median. The HR and Compensation Committee and the Board also considered the fact that since Mr. Francis’s date of hire in 2023, no increases have been provided to his target annual total direct compensation or to any component thereof. For a detailed description of the compensation of our President and CEO, please see “Executive Compensation—Compensation Discussion and Analysis” above. Proposed Amendments to Mr. Francis’s Agreement Employment Agreement Term. The HR and Compensation Committee and the Board believe that Mr. Francis is best-suited to lead the Company at this critical time, and in seeking to ensure the services of Mr. Francis through a longer time horizon, the Company proposes to remove the reference to an initial three year term of employment and maintain an unspecified term, subject to termination upon notice by either party 180 days prior to the date of termination (other than in termination due to death, disability or for cause). Align Target Annual Total Direct Compensation and Severance and Change in Control Provisions within Range of the Market Median. In general, the HR and Compensation Committee and the Board seek to align executive officer compensation and other employment terms with the market median range in order to be able to attract, motivate and retain experienced executive talent who are critical to our long-term success, and especially so with the President and CEO. Annual Equity Award. The HR and Compensation Committee and the Board reviewed the target annual total direct compensation of the President and CEO and each of its components. As described above, the HR and Compensation Committee and the Board determined that the President and CEO’s target annual total direct compensation and target long-term incentive equity award were positioned below market median. In order to bring target annual total direct compensation to the market median range, and in accordance with our pay for performance and shareholder alignment philosophy, the HR and Compensation Committee and the Board propose to create an increased range for the target grant date fair values of the President and CEO’s annual long-term incentive equity awards in the range of $10 million to $16 million, with the exact value to be determined by the HR and Compensation Committee and the Board in each relevant year without the need for further action or approval of the shareholders, and for 2025 (the first change since the commencement of his employment on January 1, 2023), to increase the target grant date fair value of the President and CEO’s annual long-term incentive equity award by $3 million with a one-time grant, with 70% being performance-based, bringing the total to a target equity grant value of $12 million which is an increase of 33% versus the 2024 target equity value. Annual Base Salary. The amended employment terms also include an increase to the annual base salary for 2025 onwards by 6.25% to $1.7 million, retroactive to January 1st, and with the ability for the HR and Compensation Committee and the Board, without the need for further action or approval of the shareholders, to increase the annual base salary each subsequent year by up to 7.5%, as determined by the HR and Compensation Committee and the Board, taking into account relevant factors. Annual Cash Bonus. The amended terms also provide for an increase to the maximum (not the target) annual cash incentive opportunity from 200% of annual base salary to 200% of target bonus, to align with the other executive officers and with PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA’S PRESIDENT AND CHIEF EXECUTIVE OFFICER the market median of the Peer Group, subject to meeting the required level of performance achievement to be determined each year by the HR and Compensation Committee and the Board, without the need for further action or approval of the shareholders. The pay mix, which in 2024 consisted of approximately 88% variable, at-risk pay, would increase in 2025 to approximately 90% variable, at-risk pay, with 70% of the annual equity award being performance-based.

  213. Performance Measures

    | | Base Salary | Target Annual Incentive | PSUs | RSUs | Target Total Compensation | | 2024 | $1,600,000 | $2,400,000 | $6,300,000 | $2,700,000 | $13,000,000 | | Proposed 2025 Additional Value | $100,000 | $150,000 | $2,100,000 | $900,000 | $3,250,000 | | Proposed 2025 | $1,700,000 | $2,550,000 | $8,400,000 | $3,600,000 | $16,250,000 | | Proposed Pay Mix | 10% | 16% | 52% | 22% | |

  214. Performance Measures

    Severance and Change in Control Provisions. The HR and Compensation Committee and the Board also seek to align the terms of office and employment of the President and CEO in connection with various termination scenarios, with current market multiples and practices, and within the guardrails of the Compensation Policy. The HR and Compensation Committee and the Board reviewed the values, multiples and practices applicable in connection with termination scenarios at the companies in the Peer Group. Referencing them, the HR and Compensation Committee and the Board determined to update the terms related to an involuntary termination by the Company without cause or a resignation by the President and CEO for good reason to provide for cash severance with a multiple of 1.5 times the sum of annual base salary and target annual cash incentive opportunity. This severance payment will be subject to continued compliance with the restrictive covenants under the agreement, including the non-compete obligation. Under these scenarios, no additional non-compete payment will be provided. With respect to the treatment of outstanding unvested annual equity grants in these scenarios, the HR and Compensation Committee and the Board propose to update that RSUs will continue to vest and PSUs will continue to vest based on actual performance through the end of the performance period, pro rata for the term of service during the vesting period. Referencing the practices of the companies in the Peer Group, the HR and Compensation Committee and the Board also proposed to update the terms related to an involuntary termination by the Company without cause or a resignation by the President and CEO for good reason, each in connection with a change in control (a “double-trigger” event) to provide for cash severance equal to 2.5 times the sum of annual base salary and target annual cash incentive opportunity (which represents an additional 1 times the sum of annual base salary and target annual cash incentive opportunity above the amount of cash severance if such qualifying termination were not to occur in connection with a change in control). With respect to the treatment of outstanding unvested long-term incentive equity awards in this scenario, the HR and Compensation Committee and the Board propose that the vesting of RSUs and PSUs will be accelerated, and in the case of PSUs, the total number that vests would be based on the greater of target or actual performance. By referencing the practices of the companies in the Peer Group, the HR and Compensation Committee and the Board also determined to update the provisions in connection with the treatment of outstanding annual equity grants. It is proposed that in the event of termination of the employment by the Company without cause or resignation by Mr. Francis with or without good reason when Mr. Francis reaches age 60 with 5 years of service (“Early Retirement”), then the RSUs will continue to vest and the PSUs will continue to vest based on actual performance through the end of the performance period, in each case, pro rata for the term of service during the applicable vesting period, except that this treatment would not apply to any equity grants granted to him within six months prior to the termination, which recent grants would be forfeited. In the event of termination of employment by the Company without cause or by Mr. Francis with or without good reason when Mr. Francis reaches age 65 with 10 years of service (“Qualified Retirement”), then the RSUs and PSUs will have full continued vesting (without proration), with such vesting based on actual performance for the PSUs, except that this treatment would not apply to any equity grants granted to him within six months prior to the termination, which recent grants would be forfeited. Perquisites. Finally, it is proposed that with respect to perquisites, a new approach would be adopted as of the date of the Annual Meeting and during the term of the agreement, pursuant to which the Company would offer $200,000 annual cash allowance (prorated for 2025), with no gross up for tax purposes on such amount in lieu of the current international assignment, flights, housing, car benefit and tax and financial advisory benefits. In addition, Mr. Francis will be eligible for reimbursement of travel and accommodation expenses related to his business travel to and from Israel and global health PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA’S PRESIDENT AND CHIEF EXECUTIVE OFFICER coverage for himself and his immediate family, with no gross up for tax purposes on such reimbursements, and if found to be necessary by the HR and Compensation Committee, security services to him and/or his family when he travels for business or personal purposes, such reimbursements grossed up for tax purposes. The overview above is qualified in its entirety by reference to the full amendment to Mr. Francis’s employment agreement, substantially in the form attached hereto as Appendix C to this Proxy Statement. Additional Long-Term Incentive Equity Award Opportunity Value is Majority Performance-Based In order to maintain the strong link between pay and performance and promote the alignment of the interests of the President and CEO with those of Teva’s shareholders, the HR and Compensation Committee and the Board allocate a substantial portion of target annual total direct compensation to long-term incentive equity awards. In 2024, 70% of the long-term incentive equity awards granted to the President and CEO was in the form of PSUs. If this Proposal 4 is approved, future annual long-term incentive equity awards to the President and CEO will continue to be comprised of 70% performance-based awards in the form of PSUs.

  215. Performance Measures

    | Type of Long-Term Incentive Vehicle | Proportion of Long-Term Incentive Grant | Vesting Schedule | Performance Metrics (Weighting) | Rationale for Use | | Performance Share Units (PSUs) | 70% | Three-year cliff vesting | 2025-2027 Cumulative Free Cash Flow (60%) | Focuses employees on generating cash in the short- and long-term to deploy capital and repay debt, and reflects cash management practices, including working capital and capital expenditures, enabling the Company to pursue opportunities that contribute to long-term shareholder value | | | | | 2025-2027 Net Revenue Growth (annual and cumulative) (40%) | Demonstrates top line expansion, in alignment with the Pivot to Growth strategy, and is a leading indicator of corporate performance and value creation | | | | | 2025-2027 Absolute Stock Price (Modifier) | Strong performance, as measured by the other two operating metrics, is fully rewarded only if it also results in meaningful stock price growth. Absolute stock price performance ties executive officer compensation to shareholder value creation and aligns the interests and experience of executive officers with those of Teva and its shareholders. The absolute stock price modifier for the 2025 grants caps payouts at target if stock price performance measured at the end of the performance period has decreased, and can increase payouts up to 150% for increases in the third year of the performance period, subject to a maximum cap. | | Restricted Share Units (RSUs) | 30% | Four equal tranches vesting on the first, second, third and fourth anniversaries of the date of grant | N/A | N/A |

  216. Performance Measures

    PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA’S PRESIDENT AND CHIEF EXECUTIVE OFFICER Responsible Use of Equity A company’s burn rate shows how rapidly it is depleting its shares reserved for equity compensation awards. We believe that our historical burn rate is quite reasonable for a company of our size in our industry. Our three-year average burn rate is lower than the ISS burn rate threshold for non-Russell 3000 companies of 8.60% applied to the GICS Pharmaceuticals (3520) sub-industry for 2025. We will continue to monitor our equity use in future years to ensure that our burn rate is within competitive market norms. Share Ownership Guidelines; Clawback Policy Mr. Francis is subject to the Company’s share ownership guidelines, which require the President and CEO to hold 6x base salary in Teva’s equity to further strengthen the alignment of interests between the CEO and our shareholders. Mr. Francis is also required to return any compensation paid to him on the basis of results included in financial statements that turned out to be erroneous and that were subsequently restated, during the three-year period following filing thereof. In addition, in the event that it is discovered that he engaged in conduct that resulted in a material inaccuracy in Teva’s financial statements or caused severe financial or reputational damage to Teva, or in the event that it is discovered that he breached confidentiality and/or non-compete obligations to Teva (as determined by the Company), the Company shall have broad remedial and disciplinary authority. For additional details on our stock ownership guidelines and clawback policy, see Compensation Discussion and Analysis in this Proxy Statement. Conclusion and Proposed Resolution The HR and Compensation Committee and the Board believe that it is in the best interests of the Company and our shareholders to enter into the amendment to the employment agreement with Mr. Francis to secure the services of Mr. Francis as the Company seeks to continue on the growth trajectory begun during the first two years of Mr. Francis’ tenure, bring his target annual total direct compensation, long-term incentive equity awards, and termination terms in line with the market median range and provide a performance-based incentive that aligns with the interests of shareholders and links pay to performance. If this Proposal 4 is not approved, it could affect our ability to execute on our executive compensation program including motivating Mr. Francis and retaining him over a longer period of time. As noted above, unlike our “say-on-pay,” the shareholder vote on this matter is binding under Israeli law and is not merely advisory. If this Proposal 4 is not approved by the affirmative vote of our shareholders, the Company will NOT be authorized to enter into the amendment to employment agreement with our President and CEO in 2025 or thereafter. Approval of Director Compensation Pursuant to the Israeli Companies Law, any arrangement between Teva and a director relating to his or her compensation as a director or other position with Teva generally must be consistent with the Compensation Policy and must be approved by the HR and Compensation Committee, the Board of Directors and holders of a majority of Teva ordinary shares participating and voting at the Annual Meeting, in person or by proxy or through their representatives. For a description of Teva’s current non-employee director compensation and non-executive Chairman of the Board compensation, see “Non-Employee Director Compensation” above. Consistent with Teva’s current Compensation Policy and the proposed amended Compensation Policy in Proposal 3, the Board of Directors, following the approval of the HR and Compensation Committee, has approved, and recommends that shareholders approve, amendments to the compensation in respect to the service of Teva’s non-employee directors (whether currently in office or appointed in the future, including non-employee directors appointed at the Annual Meeting) and to Teva’s non-executive Chairman of the Board (whether currently in office or appointed in the future), without the need for further action or approval, as further detailed below, with effect, subject to the approval of shareholders, as of January 1, 2025 (except for equity-based compensation which will be effective as of the date of the Annual Meeting). In establishing the proposed amendments to the director compensation, the HR and Compensation Committee and the Board of Directors considered Teva’s compensation philosophy and the provisions of the current shareholder-approved and the proposed amended Compensation Policy. The proposed amendments to the director compensation were established as a result of a process commenced in 2024, under which the HR and Compensation Committee engaged Meridian, the HR and Compensation Committee’s independent compensation consultant, to conduct a director compensation assessment based on the compensation paid to non-employee directors and non-executive chairperson at peer companies. The assessment analyzed peer companies non-employee director compensation levels and practices, evaluated the competitiveness of the Company’s director compensation program from multiple perspectives relative to the Peer Group, and described recent market trends in director compensation. The HR and Compensation Committee also took into consideration the fact that, despite an increasingly competitive market for non-employee director talent, there have not been any changes to the compensation paid to Teva’s non-employee directors in six years. As discussed above, during 2024, the HR and Compensation Committee updated the peer group used as a reference point for compensation decisions based on updated selection criteria, which resulted in some companies being added and some removed. Teva’s attributes aligned more closely with the median range of the companies in the updated Peer Group. The HR and Compensation Committee then referenced this updated Peer Group when assessing the competitiveness of non-employee director compensation and its structure and in making subsequent compensation decisions in connection with the compensation paid to our non-employee directors and our non-executive Chairman of the Board. See “Executive Compensation—Compensation Discussion and Analysis” above for additional details on the updated Peer Group. The assessment found that Teva’s average total compensation and equity compensation positioning for our non-employee directors are significantly below the 25th percentile of director compensation at the updated Peer Group companies, and Teva’s average pay mix has more emphasis on cash than peers. Teva’s current mix is 51% cash and 49% equity as compared to our Peer Group company average of 31% cash and 69% equity. In order to bring annual non-employee director total compensation and pay mix within the range of the Peer Group median, we propose decreasing the annual cash retainer by $30,000 (from $130,000 to $100,000 for non-employee directors and from $255,000 to $225,000 for the non-executive Chairman of the Board) and increasing the annual equity grant by $90,000 (from $160,000 to $250,000 for non-employee directors and from $285,000 to $375,000 for the non-executive Chairman of the Board). The change represents a 21% increase from

  217. Performance Measures

    the level set six years ago for non-employee director compensation, and an 11% increase for the non-executive Chairman of the Board. The result of this change positions Teva’s non-employee director compensation at or slightly below the median of peer group company non-employee director compensation level. Additionally, the change in the mix of cash and equity results in a new mix of 36% cash and 64% equity which is aligned with the median practices of the companies in the Peer Group, and, because of the higher proportion of equity, more aligned with our shareholder interests. Subject to the approval of this Proposal 5, the stock ownership guidelines multiple for non-employee directors will also be increased from five (5) times to seven (7) times the annual cash retainer. The proposed amendments to director compensation, after six years in which they remained unchanged, will bring the compensation level up to a market competitive range and also better align the interests of non-employee directors and the non-executive Chairman of the Board with the interests of Teva and its shareholders over the long-term by placing greater weight on equity-based awards and requiring a higher level of stock ownership.

  218. Proposed Changes to the Compensation of Non-Employee Directors

    Proposed Changes to the Compensation of Non-Employee Directors (a) Approval of an amendment to the compensation to be provided to Teva’s non-employee directors:

  219. Proposed Changes to the Compensation of Non-Employee Directors

    | (i) A decrease in the annual cash retainer by $30,000 from $130,000 to $100,000; |

  220. Proposed Changes to the Compensation of Non-Employee Directors

    | (ii) An increase in the annual equity grant by $90,000 from $160,000 to $250,000. |

  221. Proposed Changes to the Compensation of Non-Employee Directors

    Subject to the approval of Proposal 5, the compensation for non-employee directors will consist of the following:

  222. Proposed Changes to the Compensation of Non-Employee Directors

    | (i) Board service annual retainer. Non-employee directors will be entitled to receive an annual cash retainer of $100,000 by virtue of their membership on the Board of Directors, paid in U.S. dollars or in any other currency according to the applicable exchange rate published 15 days prior to payment. In the event that a non-employee director serves as a member of the Board during only part of a year, the non-employee director will receive a pro rata portion of the board service annual retainer. |

  223. Proposed Changes to the Compensation of Non-Employee Directors

    | (ii) Committee service membership fee. Non-employee directors serving on committees of the Board of Directors, will be entitled to receive annual cash payments by virtue of their service on any committee of the Board, in accordance with the amounts set forth below, which remain unchanged, paid in U.S. dollars or in any other currency according to the applicable exchange rate published 15 days prior to payment: |

  224. Proposed Changes to the Compensation of Non-Employee Directors

    | 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; |

  225. Proposed Changes to the Compensation of Non-Employee Directors

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

  226. Proposed Changes to the Compensation of Non-Employee Directors

    | 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 |

  227. Proposed Changes to the Compensation of Non-Employee Directors

    | 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. |

  228. Proposed Changes to the Compensation of Non-Employee Directors

    In the event of service on a standing committee of the Board during only part of a year, the non-employee director will receive a pro rata portion of the committee service membership fees set forth above.

  229. Proposed Changes to the Compensation of Non-Employee Directors

    | (iii) | Equity-based compensation. Each non-employee director who is in office immediately following any annual general meeting of shareholders of Teva (in this Proposal, an “Eligible Director”) will be granted an annual equity-based award in the form of RSUs which will be granted on the date of such annual general meeting of shareholders, or if such date falls within a blackout period or within the one week period immediately following the end of a blackout period, on the date that is one week following the end of such blackout period (the “Date of Grant”), as set forth below: |

  230. Proposed Changes to the Compensation of Non-Employee Directors

    | a. | Each year, on the Date of Grant, (i) each Eligible Director will receive such number of RSUs with an approximate aggregate fair market value of $250,000 as of the Date of Grant, calculated by dividing the above fair market value of such grant, as applicable, by the closing price per share of Teva’s ADSs on the NYSE on the Date of Grant (or by the closing price per share of Teva’s ordinary shares or ADSs on any other principal United States national |

  231. Proposed Changes to the Compensation of Non-Employee Directors

    | securities exchange on which the ADSs or ordinary shares are listed and traded on the relevant Date of Grant), rounded to the nearest whole share (each such grant, an “Award”). |

  232. Proposed Changes to the Compensation of Non-Employee Directors

    | b. | Awards will be granted under Teva’s long-term equity-based incentive plan(s), as in effect from time to time. Awards will be subject to any stock ownership guidelines that Teva may adopt from time to time with respect to its directors. |

  233. Proposed Changes to the Compensation of Non-Employee Directors

    | c. | Each Award will vest in full on the first anniversary of the Date of Grant. |

  234. Proposed Changes to the Compensation of Non-Employee Directors

    | d. | Upon termination of an Eligible Director’s service as a director, other than removal pursuant to a shareholder resolution due to a breach of fiduciary duties, any unvested Award held by such Eligible Director will immediately become vested. |

  235. Proposed Changes to the Compensation of Non-Employee Directors

    | e. | A pro rata amount of such Award will be granted to any new Eligible Director appointed between Teva’s annual general meetings of shareholders. Such Award will be granted on the day following such appointment, or if such date falls within a blackout period or within the one week period immediately following the end of a blackout period, on the date that is one week following the end of such blackout period, and such date shall be deemed for the purpose of such grant the “Date of Grant.” The pro rata amount will be equal to the difference between (i) $250,000 and (ii) the product of (x) $250,000 divided by 12 and (y) the number of months (including partial months) in the period between the last annual general meeting of shareholders and the date of such appointment. Any prorated grant will also be subject to the terms set forth in this Proposal 5 (mutatis mutandis). |

  236. Proposed Changes to the Compensation of Non-Employee Directors

    | f. | In the event that an Eligible Director becomes an executive officer or employee of Teva and thus ceases to be an Eligible Director, Awards granted to such director will continue to vest subject to the same terms and conditions as originally granted. In the event that such director ceases to be a director of Teva thereafter, the provisions of subsection (d) above will apply. |

  237. Proposed Changes to the Compensation of Non-Employee Directors

    | g. | Awards granted to Eligible Directors will reduce the number of ordinary shares available for grant under the applicable Teva long-term equity-based incentive plan(s) based on the fair market value of such RSUs (based on the market value of the underlying shares less an estimate of dividends that will not accrue to the RSU holders prior to vesting), as of the Date of Grant. |

  238. Proposed Changes to the Compensation of Non-Employee Directors

    VAT, if applicable, will be added to the above compensation components. In addition, Teva will reimburse or cover its non-employee directors for expenses (including travel expenses) incurred in connection with attending meetings of the Board of Directors and its committees or in performing other services for Teva in their capacity as non-employee directors in accordance with Teva’s Compensation Policy and Israeli law.

  239. Non-Employee Director Compensation

    Non-Employee Director Compensation Objectives: Teva aims to attract and retain highly talented directors with outstanding educational background, qualifications, skills, expertise, professional experience and achievements, by providing a fair and competitive compensation program. This policy governs compensation to non-employee directors; any management or other employee directors will not receive separate compensation for their service as a director of the Company. When considering non-employee director compensation, the Committee and the Board will review those matters mandated by Israeli law, and may review benchmarking data with respect to compensation of the non-employee directors of companies in a peer group defined by Teva. The Committee and the Board may also consider changes in the scope of their duties or responsibilities. Non-employee director compensation shall be subject to shareholder approval to the extent required under applicable law. Elements: Non-employee director compensation may be comprised of one or more of the following elements:

  240. Non-Employee Director Compensation

    | • | Board service annual retainer. Non-employee directors will generally be entitled to receive an annual cash retainer by virtue of their membership on the Board; |

  241. Non-Employee Director Compensation

    | • | Committee service membership fees. Non-employee directors will generally be entitled to receive an annual cash payment by virtue of their membership on each of one or more committees of the Board, which payments may vary by committee; |

  242. Non-Employee Director Compensation

    | • | Board/committee chairperson fees. The chair of the Board and/or the various committees of the Board may also receive additional annual cash payments for their extra service in such capacities; |

  243. Non-Employee Director Compensation

    | • | Annual equity-based compensation. Non-employee directors may also receive equity-based awards, which are intended to align non-employee directors’ interests with those of the Company and its shareholders over the long term. Such awards will generally be granted on an annual basis with a fixed grant date fair value and a time-based vesting or holding period of no less than one year from the date of grant which may be accelerated upon termination of service, all as approved by the Company’s shareholders from time to time; and |

  244. Non-Employee Director Compensation

    | • | Special contribution award/Additional fee. Any non-employee director who takes on increased duties on behalf of the Company as determined by the Board may receive additional cash payments and/or equity-based awards, in recognition of their increased duties. |

  245. Non-Employee Director Compensation

    The above compensation is designed to compensate non-employee directors for their services to the Company, without payment of additional per-meeting fees. Applicable value-added tax will be added to such compensation in accordance with applicable law. Teva will reimburse or cover its non-employee directors for expenses (including travel and related expenses) incurred in connection with Board and committee meetings or performing their services for Teva in their capacity as non-employee directors, in accordance with Company policy.