Janet S. Vergis
About Janet S. Vergis
Independent director at Teva since 2020; age 60. Vergis chairs the Compliance Committee and serves on the Human Resources & Compensation and Corporate Governance & Nominating Committees. She brings 30+ years in healthcare, including CEO and senior operating roles at Johnson & Johnson subsidiaries; education includes a B.S. in Biology and an M.S. in Physiology from The Pennsylvania State University . Teva’s board classifies her as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OraPharma, Inc. | Chief Executive Officer | 2011–2012 | Led specialty pharma; board service 2011–2012 |
| Janssen Pharmaceuticals LP; McNeil Pediatrics, Inc.; Ortho‑McNeil Neurologics, Inc. (J&J subsidiaries) | President | 2004–2009 | Oversaw R&D, new product development, sales and marketing across J&J companies |
| Various private equity firms | Retained executive advisor | 2013–2019 | Strategic advisory across healthcare deals |
| MedDay Pharmaceuticals (private) | Director | 2016–2021 | Board service |
| Lumara Health (private) | Director | 2013–2014 | Board service |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Church & Dwight Co., Inc. | Director | 2014–present | Public company board |
| Dentsply Sirona, Inc. | Director | 2019–present | Public company board |
| SGS SA | Director | 2021–present | Public company board |
| Amneal Pharmaceuticals (prior) | Director | 2015–2019 | Prior public board |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (NYSE) |
| Years of service | Director since 2020 |
| Committees | Compliance (Chair); HR & Compensation (Member); Corporate Governance & Nominating (Member) |
| 2024 attendance | Board met 7 times; committees met (Audit 5, HR&Comp 4, CGN 5, Finance 4, Compliance 4, S&T 5). Board and all committee attendance were 100% in 2024 |
| Executive sessions | Held in connection with each regular board meeting; chaired by the independent Chairman |
| Committee mandates (relevant) | Compliance: oversees legal/regulatory/internal compliance, sustainability strategy, and culture of integrity . HR & Compensation: designs and oversees executive/director pay, succession, clawbacks, and risk . Corporate Governance & Nominating: director selection/refreshment, governance principles |
| Interlocks | HR & Compensation Committee reported no interlocks or insider participation concerns in 2024 |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $175,000 | Includes board retainer and committee fees |
| RSU grant (grant-date fair value) | $159,988 | Annual RSU grant to non‑employee directors; one‑year cliff vest |
| RSUs granted (shares) | 9,632 | Granted June 2024; vests in one year |
Additional director program terms: non‑employee directors receive $130,000 cash board retainer; committee fees (e.g., $20,000 Audit member; $15,000 HR&Comp member; $10,000 other standing committees) and annual RSUs ~$160,000 with one-year cliff; unvested awards vest on separation other than removal for breach . Director stock ownership guideline: 5x annual cash fee (excluding committee fees), with proposal to increase to 7x subject to shareholder approval . Proposed 2025 changes (Proposal 5): reduce cash retainer to $100,000, increase annual RSU grant to $250,000; Chairman cash retainer to $225,000 and RSU grant to $375,000; increases ownership guideline to 7x cash retainer .
Performance Compensation (Oversight lens)
As HR & Compensation Committee member, Vergis oversees performance-linked executive pay. 2024 annual incentive corporate metrics and outcomes:
| Metric | Threshold | Target | Maximum | Actual | Achievement % |
|---|---|---|---|---|---|
| Net Revenues | $13.6B | $16.0B | $19.2B | $16.8B | 105% |
| Non‑GAAP EPS | $2.02 | $2.38 | $2.86 | $2.49 | 105% |
| Free Cash Flow | $1.6B | $1.9B | $2.3B | $2.1B | 109% |
Committee design features include multi‑year PSUs (Net Revenue Growth, Cumulative Free Cash Flow, Absolute Stock Price modifier), clawback policies (NYSE/SEC compliant and broader Israeli-law based), and prohibitions on hedging/pledging . Say‑on‑pay 2024 approval was ~83%, with subsequent shareholder engagement informing 2025 changes .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Considerations |
|---|---|
| Church & Dwight; Dentsply Sirona; SGS SA | No interlocks disclosed by Teva’s HR & Compensation Committee; no related‑party transactions involving Vergis disclosed by Teva . |
Expertise & Qualifications
- Executive leadership in pharma and specialty therapeutics; extensive R&D, product development, commercialization, sales/marketing background at J&J companies .
- Academic credentials: B.S. Biology and M.S. Physiology (Penn State) .
- Governance skills: Chairs Compliance Committee overseeing legal/regulatory compliance, sustainability, and integrity culture; serves on HR & Compensation and Governance committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs (12/31/24) | Notes |
|---|---|---|---|---|
| Janet S. Vergis | 64,065 | <1% | 9,632 | Beneficial ownership at 4/1/2025; RSUs vest one year from grant |
Ownership alignment safeguards:
- Director stock ownership guideline: 5x annual cash fee (proposed to 7x) .
- Prohibitions on hedging and pledging by directors (and executives) .
Governance Assessment
-
Strengths
- Independence, 100% attendance, and leadership as Compliance Committee Chair support board effectiveness and oversight in high‑risk domains (compliance, sustainability) .
- Broad operating experience in pharma and multi‑board exposure bring relevant industry and governance perspectives .
- Pay program features overseen by her committee reflect robust shareholder alignment (multi‑metric AIP, PSU design with absolute stock price modifier, clawbacks, anti‑hedging/pledging) .
-
Potential Watch Items
- Multiple external public boards increase time demands; however, 2024 attendance was 100% across board and committees .
- No related‑party transactions disclosed involving Vergis; continued monitoring appropriate as Compliance Chair .
-
Alignment Signals
- Director equity grants and increased stock ownership guideline (pending shareholder approval) strengthen “skin‑in‑the‑game” .
- Say‑on‑pay support (~83%) and ongoing engagement suggest constructive investor dialogue on pay and governance .
Appendix – Committee Composition Snapshot (2024)
| Committee | Role | Meeting Count | Notes |
|---|---|---|---|
| Compliance | Chair (Vergis) | 4 | Oversees compliance, sustainability, integrity |
| Human Resources & Compensation | Member | 4 | Oversees executive/director pay, succession, clawback |
| Corporate Governance & Nominating | Member | 5 | Director nominations, governance principles |
| Attendance | — | 100% | Board: 7 meetings; all committees 100% attendance |