Eli Kalif
About Eli Kalif
Eli Kalif (age 52) is Executive Vice President and Chief Financial Officer of Teva, serving since 2019; he previously led finance at Flex Ltd. and began his career at Deloitte Israel as a CPA, with a bachelor’s in accounting and economics from the College of Management Academic Studies in Israel . Under Teva’s “Pivot to Growth,” company revenues rose from $14.925B in FY2022 to $16.544B in FY2024 [functions.GetFinancials]*, and Teva’s 2024 pay-versus-performance table shows a TSR value of $224.90 vs peer group TSR $135.41, alongside net revenue $16,544M and net income $(1,959)M . As CFO, Kalif’s 2024 achievements included raising guidance twice, profitability expansion, and reducing net debt by $2.1B to $14.5B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flex Ltd. | Senior Vice President, Finance (led finance organization); various leadership/senior executive finance roles | 2001–2019 | Led global finance; senior executive roles across the organization |
| Deloitte Israel | Various roles; Certified Public Accountant | 1996–2001 | Audit/finance foundation; CPA qualification |
External Roles
No external public company directorships disclosed for Kalif in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 780,603 | 781,918 | 856,486 |
| Target Bonus (% of Salary) | 100% (per employment agreement) | 100% | 100% |
| Non-Equity Incentive Paid ($) | 943,877 | 880,504 | 1,269,123 |
| All Other Compensation ($) | 290,142 | 281,426 | 299,475 |
| Total Compensation ($) | 4,014,617 | 4,943,832 | 6,175,059 |
Notes:
- Salary paid in Israeli shekels; USD conversion uses monthly average FX rates (3.62–3.76 NIS/USD in 2024) .
Performance Compensation
Long-Term Equity (Annual Grants)
| Award | Approval Date | Grant Date | Units / Grant Value | Vesting | Key Performance Metrics |
|---|---|---|---|---|---|
| 2024 PSUs | 1/30/2024 | 3/4/2024 | Target 186,011 PSUs; Threshold 46,503; Max 465,027 | Earned over 2024–2026; certified Q1 2027 | Net Revenue Growth and Cumulative Free Cash Flow; modified by absolute stock price |
| 2024 RSUs | 1/30/2024 | 3/4/2024 | 93,005 RSUs; $1,249,987 grant-date fair value | 25% per year on each of first four anniversaries | |
| Annual Equity Mix (2024) | — | — | PSUs $2,500,000; RSUs $1,250,000 (total $3,750,000) | As above | PSU metrics per above |
Historical PSU Payout (2012–2024 Cycle)
| Executive | Target PSUs | Metrics & Weighting | Actual Results | TSR Modifier | Final Earning % | Final PSUs |
|---|---|---|---|---|---|---|
| Eli Kalif | 148,942 | Net Revenue (50%), Non-GAAP Operating Income (50%) | 102% weighted average (Net Revenue 111%; Non-GAAP Op Inc 94%) | +20% at 87th percentile | 123% | 183,169 |
2024 Cash Incentive – Individual Achievements (qualitative)
- Raised guidance twice (Revenue, non-GAAP EPS, operating income, EBITDA); exceeded FCF guidance; achieved high end of Revenue and non-GAAP EPS guidance .
- Profitability expansion and net debt reduced by $2.1B to $14.5B .
Option Awards and Exercises
- Option Awards column: $0 for 2022–2024; no stock options exercised by NEOs in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 1, 2025) | 459,063 shares; less than 1% of outstanding (1,146,959,855 shares) |
| Stock Ownership Guidelines | Executives: 3x base salary; CEO 6x; Directors 5x (proposal to 7x) |
| Guideline Compliance | All NEOs compliant or within the attainment period |
| Shares Vested in 2024 | 182,079; value realized $2,444,614 |
| Hedging/Pledging | Prohibited for executives and directors |
| Dividends on Unearned Awards | Not paid on unearned/unvested awards |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | November 6, 2019 |
| Role | Executive Vice President and CFO |
| Base Salary at Hire | 2,343,200 Israeli shekels (approx. $633,297 at average 2024 FX 3.70 NIS/USD) |
| Annual Cash Incentive Target | 100% of then-current base salary |
| Sign-on Equity | RSUs grant-date fair value $250,000 (Feb 2020); vest in equal thirds on 2nd, 3rd, 4th anniversaries, subject to continued employment |
| Non-Compete / Non-Solicit | 6-month non-compete; non-solicitation; plus NDA and non-disparagement |
| Notice Period | Generally 6 months by either party (except for cause, death, disability); company may waive service with pay for waived period |
| Severance (No-Cause / Good Reason) | Cash severance equal to 2× monthly base salary × years of employment, capped at 18× monthly base (or statutory minimum if greater); severance account amounts also paid |
| Change-in-Control (CoC) | If terminated without cause within 1 year following CoC: additional lump sum cash payment $1,500,000 |
| Termination Payments (Illustrative 12/31/2024) | Without CoC: $632,991 total (Severance payments $399,146; Accrued vacation $233,845) . With CoC: total $2,132,991 (additional $1,500,000 CoC cash termination) . Footnote notes $351,846 already-contributed severance amounts held on his behalf . |
| Death/Disability Equity Vesting | Accelerated equity vesting value $17,867,145 for Kalif (PSUs at target; RSUs vest; options vest and remain exercisable) based on $22.04 share price on 12/31/2024 |
| Clawback | NYSE/SEC-compliant clawback for accounting restatement; additional Company policy clawback for misconduct, confidentiality/non-compete breaches, etc. |
Company Performance Context (FY)
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | 14,925,000,000 [functions.GetFinancials]* | 15,846,000,000 [functions.GetFinancials]* | 16,544,000,000 [functions.GetFinancials]* |
| EBITDA | 3,970,000,000* | 4,333,000,000* | 4,431,000,000* |
| Net Income (IS) | (2,446,000,000)* | (559,000,000)* | (1,639,000,000)* |
Values retrieved from S&P Global.
Notes:
- FY2024 TSR value of initial $100 investment: $224.90; Peer group TSR: $135.41; Net Revenue $16,544M; Net Income $(1,959)M (as presented in pay-versus-performance disclosure) .
Compensation Structure Analysis
- Year-over-year shift toward equity: Stock awards for Kalif increased from $2.0M (2022) to $3.75M (2024), while option awards remained $0, reflecting preference for RSUs/PSUs over options .
- Strong pay-for-performance linkage: Annual cash incentive target at 100% of salary with payouts tied to achievements and multi-metric performance plans; PSUs tied to revenue and profitability, with TSR modifier historically and FCF/stock price modifier prospectively .
- Governance safeguards: Double-trigger CoC vesting; robust clawbacks; no hedging/pledging; no dividends on unearned awards; caps on bonus and PSU payouts .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited (alignment positive) .
- Tax Gross-ups: Company states no excise tax gross-ups in employment agreements .
- Option Repricing: Not permitted without shareholder approval .
- Termination Economics: CoC cash payment of $1.5M plus statutory/contract severance; equity acceleration only upon death/disability (no automatic single-trigger acceleration) .
Equity Ownership & Vesting Schedules (Detail)
| Item | Specifics |
|---|---|
| 2024 RSUs | 93,005 units; vest 25% annually over 4 years from 3/4/2024 |
| 2024 PSUs | Target 186,011; earned based on 2024–2026 Net Revenue Growth & Cumulative FCF; certified Q1 2027; absolute stock price modifier applies |
| 2022–2024 PSUs | Final earning 123%; Kalif awarded 183,169 PSUs vs 148,942 target |
| 2024 Vesting Realization | 182,079 shares vested; $2,444,614 realized |
Investment Implications
- Alignment: High at-risk pay with PSUs and RSUs, multi-metric design (revenue/profitability/FCF/stock price) and TSR modifier historically, plus 3x salary ownership guideline and no hedging/pledging support long-term alignment .
- Retention risk: Four-year RSU vesting and three-year PSU cycles create ongoing vesting; severance formula capped at 18× monthly base and $1.5M CoC payment mitigate abrupt departure risk while avoiding excessive golden parachutes .
- Trading signals: 2024 vesting realized 182k shares ($2.44M), suggesting regular supply from vesting; equity acceleration only on death/disability reduces forced selling from termination scenarios . Upcoming PSU certification in Q1 2027 for 2024–2026 cycle ties future payouts to revenue/FCF and stock price modifier, potentially amplifying sensitivity to execution and capital allocation .
- Performance backdrop: Revenue growth through FY2024 and strong 2024 TSR vs peers provide supportive context for incentive payouts; net income remains negative, increasing importance of cash flow and deleveraging targets emphasized in incentive design [functions.GetFinancials]*.
*Values retrieved from S&P Global.