Gerald M. Lieberman
About Gerald M. Lieberman
Gerald M. Lieberman is an independent director of Teva Pharmaceutical Industries Ltd., serving since 2015, and currently chairs the Audit Committee while also serving on the Human Resources & Compensation and Finance & Investment Committees . He is 78 years old and is recognized by the Board as a financial and accounting expert; he is also designated an “audit committee financial expert” under SEC rules . Lieberman’s background includes senior operating and finance roles in major financial institutions, a B.S. in business from the University of Connecticut, and qualification as a CPA, with earlier experience at Arthur Andersen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AllianceBernstein L.P. | President & Chief Operating Officer | 2004–2009 | Led finance/operations and enterprise management at a global asset manager |
| AllianceBernstein L.P. | Chief Operating Officer | 2003–2004 | Enterprise operations leadership |
| AllianceBernstein L.P. | EVP, Finance & Operations | 2000–2003 | Finance and operational oversight |
| Sanford C. Bernstein & Co., Inc. | SVP, Finance & Administration | 1998–2000 | Senior finance/admin role pre-combination with Alliance Capital |
| Fidelity Investments; Citicorp | Various executive roles | Prior to 1998 | Senior operating/finance roles (not specified) |
| Arthur Andersen | Certified Public Accountant | Early career | CPA foundational experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reverence Capital Partners | Special Advisor | Current | Private investment firm focused on financial services |
| EnteraBio Ltd. | Chairman (public company) | 2018–present | Current public directorship |
| Forest Laboratories, LLC | Director (public company) | 2011–2014 | Past public directorship |
| Computershare Ltd. | Director (public company) | 2010–2012 | Past public directorship |
| AllianceBernstein L.P. | Director (public company) | 2004–2009 | Past public directorship |
Board Governance
- Independence and expertise: Lieberman is independent and designated a financial and accounting expert under Israeli law and an “audit committee financial expert” under SEC definitions .
- Committee leadership/memberships (2024): Audit Committee (Chair), Human Resources & Compensation Committee (Member), Finance & Investment Committee (Member) .
- Attendance and engagement (2024): Board met 7 times with 100% attendance; all Board committees reported 100% attendance, and each current director attended 100% of the committees on which they served .
- Audit Committee scope: Oversees financial reporting, internal controls, internal audit, independent auditor, and cybersecurity/information security risk management .
- Compensation governance: HR & Compensation Committee is independent and uses an independent consultant (Meridian); 2024 say‑on‑pay approval was ~83% at the 2024 AGM; 2025 say‑on‑pay was approved (see vote counts below) .
| 2024 Attendance (%) | Board | Audit | HR & Compensation | Finance & Investment |
|---|---|---|---|---|
| Lieberman | 100% | 100% | 100% | 100% |
| 2025 AGM Key Vote Outcomes (June 5, 2025) | For | Against | Abstain | Broker non-vote |
|---|---|---|---|---|
| Say-on-Pay (Advisory) | 688,836,027 | 99,207,637 | 14,771,995 | 61,943,377 |
| Amended Director Compensation (5A) | 773,824,912 | 27,111,172 | 1,878,351 | 61,943,377 |
Fixed Compensation
- 2024 non‑employee director pay framework: $130,000 annual cash retainer; committee fees: Audit member $20,000 (Audit chair $40,000), HR & Compensation member $15,000, other standing committee member $10,000; annual RSU grant $160,000 (one‑year cliff vest) .
- Lieberman’s 2024 cash fees reconcile to roles (Board $130,000 + Audit Chair $40,000 + HR&Comp member $15,000 + Finance & Investment member $10,000 = $195,000), matching disclosed amounts .
- 2025 changes approved: Cash retainer reduced to $100,000; annual RSU grant increased to $250,000; Chairman retainer to $225,000 and equity $375,000; stock ownership guideline for directors to increase to 7x annual cash retainer upon approval (approved at 2025 AGM) .
| 2024 Director Compensation for Lieberman (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $195,000 |
| Stock Awards (RSUs grant-date fair value) | $159,988 |
| Total | $354,988 |
| 2025 Director Compensation Structure (approved) | Cash Retainer | Annual Equity (RSUs) | Ownership Guideline |
|---|---|---|---|
| Non‑employee Director | $100,000 | $250,000 | 7x annual cash retainer (excl. committee fees) |
| Non‑exec Chairman | $225,000 | $375,000 | 7x annual cash retainer (excl. committee fees) |
Performance Compensation
- Director equity is time‑based RSUs (no performance metrics) with one‑year cliff vesting; unvested director RSUs vest immediately upon service completion (other than removal for breach of fiduciary duty) .
| 2024 Director RSU Grant Details | Grant | Vesting | Unvested as of 12/31/2024 |
|---|---|---|---|
| Lieberman | 9,632 RSUs at $16.61 grant-date value ($159,988) | One-year cliff | 9,632 RSUs |
Other Directorships & Interlocks
- Current public board: EnteraBio Ltd. (Chairman, 2018–present) .
- Past public boards: Forest Laboratories (2011–2014), Computershare (2010–2012), AllianceBernstein (2004–2009) .
- Compensation committee interlocks: None—during 2024 no member of Teva’s HR & Compensation Committee (which includes Lieberman) had relationships requiring disclosure under related party rules; no executive officer interlocks with outside boards’ compensation committees .
Expertise & Qualifications
- Financial and accounting expert; audit committee financial expert designation .
- Deep operating experience in finance, risk management, human capital, and compensation from senior roles at AllianceBernstein, Sanford C. Bernstein, Fidelity, and Citicorp; CPA background .
- Board leadership: Chairs Audit Committee with remit including cybersecurity oversight .
Equity Ownership
- Beneficial ownership: 106,025 ordinary shares; <1% of shares outstanding .
- Director stock ownership guidelines: 5x annual cash fee (excluding committee fees), rising to 7x upon 2025 approval (approved) .
- Hedging/pledging: Prohibited for directors and executive officers .
| Ownership & Alignment | Value |
|---|---|
| Shares beneficially owned | 106,025 shares (<1%) |
| Unvested director RSUs (12/31/2024) | 9,632 RSUs |
| Ownership guideline | 5x annual cash fee; moving to 7x (approved) |
| Hedging/Pledging policy | Prohibited |
Governance Assessment
- Positives for investor confidence:
- Strong independence and financial expertise as Audit Chair; designated audit committee financial expert .
- Full attendance and active committee service across audit, compensation, and finance/investment in 2024 .
- No compensation committee interlocks or related‑party concerns disclosed for 2024 .
- Strengthened director-shareholder alignment in 2025 via higher equity mix and increased ownership guideline to 7x retainer; broadly supported by shareholders at 2025 AGM .
- Robust audit oversight including cybersecurity risk governance .
- Watch items/Red flags:
- None disclosed specific to Lieberman (no hedging/pledging, no related-party transactions, no attendance issues) .
- Multiple external roles appear manageable; ensure ongoing monitoring for potential time‑commitment risks and any future business overlaps (currently none indicated) .