Amir Elstein
About Amir Elstein
Independent director at Teva since 2009; age 69. Former Intel executive (General Manager, Intel Electronics Ltd.), former Chairman of Israel Corporation (2010–2013), with education in physics and mathematics (B.Sc.), solid state physics (M.Sc.), and senior business management; brings global leadership, business management and pharmaceutical expertise. He is designated independent under NYSE regulations and was nominated for re‑election to serve until the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Electronics Ltd. (Intel Corporation’s Israeli subsidiary) | General Manager | Pre-2004 (latest role before joining Teva as an executive) | Senior operating leadership in technology manufacturing |
| Israel Corporation | Chairman of the Board | 2010–2013 | Oversight of a large public company; strategic leadership |
| Jerusalem College of Engineering | Chairman, Board of Governors | 2009–2018 | Academic governance leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Tower Semiconductor Ltd. | Chairman | 2009–present | Current public company directorship and chair role |
| Israel Democracy Institute | Chairman | 2012–present | Non-profit leadership; public policy focus |
Board Governance
- Committees: Chair, Corporate Governance and Nominating; Member, Audit; Member, Finance and Investment .
- Independence and composition: He is independent; Teva’s board has 11 of 12 independent directors, and all committees are comprised solely of independent directors .
- Attendance: Board met 7 times in 2024 with 100% attendance; each current director attended 100% of committee meetings on which they served (Audit 5, HR & Compensation 4, Corporate Governance 5, Finance & Investment 4, Compliance 4, Science & Technology 5) .
- Executive sessions: Directors hold executive sessions generally at each regular board meeting; chaired by the independent Chairman (Dr. Barer) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash fees | $180,000 | Includes board retainer and committee fees; no meeting fees |
| Stock awards (RSUs) | $159,988 | 9,632 RSUs granted in June 2024; grant-date fair value $16.61 per share; one-year cliff vest |
| Total 2024 | $339,988 | Cash + RSUs |
Director compensation structure (current policy, unchanged since 2019):
- Board membership fee: $130,000 cash (non-Chairman); RSUs ~$160,000 grant-date fair value, one-year cliff .
- Committee fees: Audit member $20,000/chair $40,000; HR & Compensation member $15,000/chair $30,000; special/ad‑hoc member $20,000/chair $30,000; other standing committee member $10,000/chair $20,000 .
- Chairman of the Board: $255,000 cash; RSUs ~$285,000; no committee fees .
Proposed 2025 changes (subject to shareholder approval, Proposal 5):
| Item | Current | Proposed (effective Jan 1, 2025 for cash; equity grant at AGM) |
|---|---|---|
| Non-employee director annual cash retainer | $130,000 | $100,000 |
| Non-employee director annual equity grant (RSUs) | $160,000 | $250,000 |
| Chairman cash retainer | $255,000 | $225,000 |
| Chairman annual equity grant (RSUs) | $285,000 | $375,000 |
| Director ownership guideline | 5x annual cash retainer | 7x annual cash retainer |
Other mechanics:
- RSUs vest in full upon end of service (other than removal for breach of fiduciary duties); prorated grants for mid‑year appointments .
- Hedging and pledging of company securities are prohibited for directors .
Performance Compensation
- Non-employee director equity awards are time-based RSUs and do not include performance metrics; vest on a one-year cliff .
- No bonus or option grants are disclosed for non-employee directors; no meeting fees .
Other Directorships & Interlocks
| Company | Role | Sector | Interlock/Notes |
|---|---|---|---|
| Tower Semiconductor Ltd. | Chairman | Semiconductors | Current public company chair role; no Teva-related transaction disclosed . |
| HR & Compensation Committee Interlocks | N/A | N/A | Teva disclosed no compensation committee interlocks in 2024; Elstein is not on HR & Compensation Committee . |
Expertise & Qualifications
- Background includes senior leadership in global technology and Israeli public companies, with formal education in physics and mathematics; contributes global leadership and business management expertise suited to Teva’s complex operations .
- As Chair of Corporate Governance and Nominating Committee, he leads director selection, board composition reviews, and governance principles oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially owned shares | 2,094,331 | As of April 1, 2025; less than 1% of shares outstanding (1,146,959,855 outstanding) . |
| Ownership % | <1% | Based on shares outstanding . |
| Unvested RSUs (12/31/2024) | 9,632 | One-year cliff vesting from June 2024 grant . |
| Stock ownership guideline | 5x annual cash retainer; proposed 7x | Achieve within the later of 6 years of first being subject or Jan 1, 2025; proposal raises to 7x if approved . |
| Hedging/Pledging | Prohibited | Applies to directors . |
Governance Assessment
- Strengths: Independent director with 100% board and committee attendance in 2024; chairs Corporate Governance and Nominating Committee; sits on Audit and Finance & Investment committees; subject to prohibitions on hedging/pledging and robust stock ownership guidelines, with proposed increase to 7x retainer to further align interests .
- Compensation alignment: Director pay mix shifting toward equity if Proposal 5 is approved (cash ↓$30k, equity ↑$90k), positioning compensation near peer median and increasing long-term alignment; no meeting fees; RSUs vesting structure provides retention without performance risk .
- Conflicts/related party exposure: No related-party transactions disclosed involving Elstein; Audit Committee (of which he is a member) reviews related-party transactions (example: Ramot/Prof. Satchi-Fainaro service research agreement was reviewed under policy) .
- Risk indicators: Long tenure since 2009 noted; however, independence affirmed under NYSE rules and board emphasizes refreshment and evaluation processes annually .