Chen Lichtenstein
About Chen Lichtenstein
Chen Lichtenstein, age 57, was appointed as an independent director of Teva effective December 1, 2024, and is nominated to serve until Teva’s 2027 annual meeting of shareholders . He serves on the Audit Committee and the Finance and Investment Committee, and is designated both an “audit committee financial expert” under SEC rules and a financial and accounting expert under Israeli law . His background includes CFO of Syngenta Group (2020–2023), CEO roles at ADAMA (2014–2020) and CNAC (2013–2014), senior operating roles at Makhteshim Agan (2006–2013), and investment banking at Goldman Sachs (1999–2006); he holds a Ph.D. in Business Administration and a J.S.D. from Stanford University, plus a B.Sc. in Physics and an LL.B. from Hebrew University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syngenta Group Ltd. | Chief Financial Officer (responsible for strategy, integration, productivity) | 2020–2023 | Global finance and integration leadership |
| ADAMA Ltd. (Makhteshim Agan Industries Ltd.) | President & CEO | 2014–2020 | Led global operations and strategic execution |
| China National Agrochemical Corporation (CNAC) | President & CEO | 2013–2014 | Led ChemChina strategic business division |
| Makhteshim Agan Industries Ltd. | Deputy CEO; Head of Global Operations; other roles | 2006–2013 | Global operations, integration and risk management |
| Goldman Sachs (NY & London) | Executive Director, Investment Banking | 1999–2006 | Corporate finance, transactions |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Israel Democracy Institute | Director | 2016–present |
| Tel Aviv University | Trustee | 2019–present |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Finance & Investment Committee member (financial and accounting expert) .
- Independence: Qualifies as an independent director under NYSE regulations .
- Attendance: Board met 7 times in 2024 with a 100% attendance rate; each current director attended 100% of the meetings of committees on which they served in 2024 .
- Executive sessions: Directors meet in executive sessions generally with each regularly scheduled Board meeting, chaired by the independent Chairman .
- Term and election: Appointed Dec 2024; shareholders elected him on June 5, 2025 to serve until the 2027 AGM (Votes: For 654,450,171; Against 135,306,461; Abstain 13,065,014; Broker non-votes 61,943,377) .
Fixed Compensation
| Item | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 13,333 | Pro‑rated cash fees for board and committee service (appointed December 1, 2024) |
| Stock Awards | 79,987 | Pro‑rated RSU grant (4,804 RSUs); grant date fair value per share $16.65 |
| Total | 93,320 | Sum of cash and stock awards |
| 2025 Director Compensation Structure (Approved June 5, 2025) | Amount (USD) | Details |
|---|---|---|
| Annual cash retainer (Board) | 100,000 | Decreased from $130,000 |
| Committee membership fees – Audit | 20,000 | Chair: $40,000 |
| Committee membership fees – HR & Compensation | 15,000 | Chair: $30,000 |
| Other standing committees | 10,000 | Chair: $20,000 |
| Special/ad‑hoc committees | 20,000 | Chair: $30,000 |
| Annual RSU grant (fair value) | 250,000 | Increased from $160,000; one‑year cliff vest |
| Mix (cash vs equity) | 36% cash / 64% equity | Aligns near peer median |
| Approval status | — | Shareholders approved Proposal 5A on June 5, 2025 |
Performance Compensation
| RSU Grant Details (Director equity) | Value |
|---|---|
| December 2024 RSU grant | 4,804 RSUs; grant date fair value $79,987; price basis $16.65; one‑year cliff vest |
| Vesting acceleration terms | Unvested director awards vest upon completion/termination of service (except removal for breach) |
| Ongoing Equity Award Policy (Post‑2025) | Term |
|---|---|
| Annual RSU award | ~$250,000 fair value; granted post‑AGM; one‑year cliff vest |
| Pro‑rata RSU for mid‑year appointees | Difference between $250,000 and monthly pro‑rated amount; grant timing per blackout rules |
| Treatment on role change | If director becomes employee/executive, RSUs continue vesting on original terms; if later ceases to be director, standard vesting acceleration applies |
No performance-based metrics (e.g., TSR, EPS, revenue) are tied to non-employee director equity; RSUs are time-based with one-year cliff vesting .
Other Directorships & Interlocks
| Entity | Linkage | Potential Interlock Consideration |
|---|---|---|
| Tel Aviv University (Ramot) | Teva entered a $337,000 service research agreement in Dec 2024 with Ramot, supervised by Prof. Ronit Satchi‑Fainaro (a Teva director) | Chen serves as a Trustee at Tel Aviv University; while the proxy does not identify his personal interest in the Ramot agreement, the affiliation increases network proximity—monitor for related‑party governance controls |
Expertise & Qualifications
- Financial and accounting expert designation under Israeli law; Audit Committee financial expert under SEC rules .
- Extensive executive leadership in global operations, transactions, integration, and risk management (Syngenta CFO; ADAMA CEO; CNAC CEO) .
- Advanced academic credentials: Ph.D. (Business Administration) and J.S.D. (Law) from Stanford; B.Sc. Physics and LL.B. from Hebrew University .
- Finance and investment markets experience via Goldman Sachs investment banking .
Equity Ownership
| As-of Date | Ordinary Shares Beneficially Owned | % of Shares Outstanding | Unvested RSUs | Options (Exercisable/Unexercisable) | Notes |
|---|---|---|---|---|---|
| April 1, 2025 | — | — | 4,804 | — / — | Beneficial ownership table shows no ordinary shares; unvested time‑based RSUs count toward ownership guidelines; options and PSUs do not |
| Stock Ownership Guidelines | Requirement | Compliance Window |
|---|---|---|
| Directors (current policy) | 5x annual cash fee (excluding committee fees) | Achieve within later of six years of becoming subject and Jan 1, 2025 |
| Directors (post‑Proposal 5) | 7x annual cash fee (excluding committee fees) | Directors expected to achieve within guideline timeframes |
Governance Assessment
- Board effectiveness: Lichtenstein strengthens financial oversight as an Audit Committee financial expert and Finance & Investment Committee member, supporting risk oversight (financial reporting, cybersecurity, hedging, capital structure) .
- Independence and engagement: Independent under NYSE rules; Board and committee attendance reported at 100% in 2024; routine executive sessions at Board meetings enhance independent oversight .
- Ownership alignment: Director compensation rebalanced to 36% cash / 64% equity, with higher RSU grant values and stricter 7x cash fee ownership guideline, increasing skin‑in‑the‑game expectations (note he joined in late 2024 with pro‑rated RSUs) .
- Shareholder support: Strong election support (654.5M for; 135.3M against) for his 2025 appointment; say‑on‑pay passed comfortably (688.8M for) indicating overall investor confidence in governance and pay structures .
- Compensation governance: HR & Compensation Committee uses an independent consultant (Meridian), assessed as conflict‑free; committee members had no disclosable interlocks or related‑party ties in 2024, reducing pay‑setting risk .
- RED FLAG watch: Related‑party research agreement with Tel Aviv University (where Lichtenstein is a Trustee) was disclosed and approved per policy; although no personal interest is attributed to him, proximity warrants ongoing monitoring of related‑party approvals and recusal practices .
Clawbacks: Company maintains two clawback frameworks—NYSE/SEC accounting restatement-triggered policy and broader policy covering misconduct; primarily applicable to executives, not tied to director RSUs .
Director compensation mechanics: No meeting fees; committee fees and vesting acceleration terms defined; director insurance, indemnification and release arrangements in place per shareholder approvals .
Shareholder engagement: Board highlights recent outreach and alignment initiatives, supporting confidence in governance responsiveness .