Mark Sabag
Executive Vice President, International Markets Commercial at TEVA PHARMACEUTICAL INDUSTRIES
Executive
About Mark Sabag
Mark Sabag is Executive Vice President, International Markets Commercial at Teva (executive officer since 2013). He is 55, holds a B.A. in economics and business management from Haifa University, and previously held senior global HR roles at Intel before joining Teva in 2006 . At Teva he progressed through HR leadership into P&L responsibility for International Markets in August 2021, with annual incentive metrics tied to non‑GAAP EPS, Free Cash Flow, and individual objectives; for 2023, he achieved 100% on non‑GAAP EPS and FCF and 110% on individual goals, driving a 113% payout factor on his target bonus .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Teva | EVP, International Markets Commercial | Aug 2021–present | Leads commercial P&L across international markets; accountability for regional sales and launches . |
| Teva | EVP, CHRO & Global Communications and Brand | 2019–2021 | Led global HR and corporate brand/communications during strategic transition . |
| Teva | EVP, Global Human Resources | 2013–2019 | Company‑wide HR leadership through restructuring cycles . |
| Teva | Global Deputy VP, HR; VP HR, International Group; VP Global Human Capital & M&A | 2006–2013 | Built HR and M&A human capital capability across Teva’s international footprint . |
| Intel Corporation | Senior global HR roles | Pre‑2006 (years not disclosed) | Global HR leadership experience at a blue‑chip technology company . |
Fixed Compensation
Multi‑year summary compensation (reported values; USD):
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary ($) | 765,294 | 744,787 | 688,147 |
| Bonus ($) | 0 | 0 | 0 |
| Stock Awards ($, grant‑date fair value) | 1,999,991 | 1,999,995 | 1,999,990 |
| Option Awards ($) | 0 | 0 | 0 |
| Non‑Equity Incentive Plan Comp ($) | 732,686 | 899,554 | 774,323 |
| All Other Compensation ($) | 290,770 | 279,597 | 266,674 |
| Total ($) | 3,788,741 | 3,923,933 | 3,729,134 |
Additional fixed/target parameters:
- Target annual cash incentive: 100% of base salary (unchanged from 2022 for recurring NEOs) .
- 2023 eligible base salary and target award basis for AIP: $688,147 and $688,147, respectively .
Compensation structure observations:
- Mix skews to equity (2023 Stock Awards $1.999M vs base $0.688M and AIP $0.774M), with no new stock options in recent years (legacy options only) . This indicates emphasis on multi‑year alignment through RSUs/PSUs rather than near‑term cash.
Performance Compensation
Annual incentive framework and 2023 outcomes (percent achievements vs targets):
| Metric | Weight | Achievement vs Target | Contribution to Weighted Achievement |
|---|---|---|---|
| Non‑GAAP EPS | 50% | 100% | Included in 103% overall |
| Free Cash Flow | 25% | 100% | Included in 103% overall |
| Individual Objectives | 25% | 110% | Included in 103% overall |
| Overall Weighted Avg Performance Achievement | — | 103% | — |
| Overall Payout Performance Factor | — | 113% | AIP payout at 113% of target |
| AIP Payout ($) | — | — | $774,323 (on 100% target of eligible salary) |
Design details:
- Payout curve thresholds: below 85% = 0%; target 100% = 100% payout; maximum 120% = 200% payout (non‑CEO) with linear interpolation .
- Target opportunity (executive officers other than CEO) capped at 100% of base; max payout capped at 200% of target .
PSU outcomes (historical):
- 2020–2022 PSU cycle paid at 55% of target; Sabag earned 50,242 PSUs (final) vs 91,548 target .
Equity Ownership & Alignment
Beneficial ownership and guidelines:
| Item | 2023 | 2024 |
|---|---|---|
| Shares beneficially owned (units) | 837,026 | 723,999 |
| Shares outstanding (reference date) | 1,120,405,816 (4/1/2023) | 1,132,640,597 (4/1/2024) |
| Ownership as % of outstanding | ~0.075% (837,026 / 1,120,405,816) | ~0.064% (723,999 / 1,132,640,597) |
| Stock ownership guideline | 3x base salary for exec officers | 3x base salary for exec officers |
| Compliance status | All NEOs in compliance or within time window to attain at last measurement date | — |
Outstanding and unvested equity as of 12/29/2023 (market values at $10.44/share where applicable):
| Award Type | Grant Date | Units | Market Value ($) | Vesting Schedule/Notes |
|---|---|---|---|---|
| RSU | 2/28/2020 | 20,599 | 215,054 | 25% in 2021–2024 (final tranche 2024) |
| RSU | 3/5/2021 | 47,529 | 496,203 | 25% in 2022–2025 |
| RSU | 3/4/2022 | 100,536 | 1,049,596 | 25% in 2023–2026 |
| RSU | 3/3/2023 | 99,601 | 1,039,834 | 25% in 2024–2027 |
| PSU | 3/5/2021 | 58,133 | 606,909 | 100% in 2024 (2021–2023 cycle) |
| PSU | 3/4/2022 | 148,942 | 1,554,954 | 100% in 2025, subject to performance |
| PSU | 3/3/2023 | 69,168 | 722,109 | 100% in 2026, subject to performance |
Legacy stock options (all vested; strikes vs YE‑2023 price imply out‑of‑the‑money at $10.44):
| Grant | Exercisable Options | Exercise Price | Expiration | Status |
|---|---|---|---|---|
| 3/12/2014 | 73,933 | $48.76 | 3/12/2024 | Vested; OTM vs $10.44 |
| 2/12/2015 | 67,035 | $57.35 | 2/12/2025 | Vested; OTM vs $10.44 |
| 2/12/2016 | 64,940 | $55.75 | 2/12/2026 | Vested; OTM vs $10.44 |
| 2/14/2017 | 90,710 | $34.90 | 2/14/2027 | Vested; OTM vs $10.44 |
| 2/9/2018 | 118,724 | $18.61 | 2/9/2028 | Vested; OTM vs $10.44 |
Anti‑hedging/pledging and trading policy:
- Hedging and pledging are prohibited for directors and executive officers; pre‑clearance and blackout periods apply to insider trading .
- Stock ownership guidelines require 3x salary; compliance monitored periodically .
Implications for selling pressure:
- RSU tranches scheduled annually through 2027 and PSU cliff vestings in 2025 and 2026 create recurring potential liquidity events; trading is constrained by blackout/pre‑clearance policies .
Employment Terms
Key employment and separation economics (Israel‑based agreement; USD amounts where disclosed):
| Term | Provision |
|---|---|
| Agreement date | December 22, 2013 (role now EVP International Markets Commercial; terms remain subject to agreement) . |
| Notice period | Mutual 9‑month notice (company may waive service during notice with pay/benefits) . |
| Non‑compete | 12 months post‑termination; paid an amount equal to 12× monthly base salary during the non‑compete (not paid upon death; company discretion upon termination for cause) . |
| Make‑up severance | On retirement at statutory age, death/disability, termination without cause, or resignation for good reason: make‑up payment = monthly base × years of service, together with severance amounts in pension fund, capped at 2× (monthly base × years). On resignation without good reason: half monthly base × years, capped at 1.5× (monthly base × years) with severance account . |
| Equity upon separation | Continued vesting of equity awards for 24 months following termination without cause; if terminated without cause within one year following certain mergers, accelerated vesting of unvested equity upon termination . |
| CIC cash | $1.5 million lump sum if terminated without cause within one year following certain mergers (double‑trigger construct for equity; see below) . |
| Company‑wide equity CIC policy | Double trigger: equity vests only upon CIC plus termination; no single‑trigger vesting . |
Potential payments (assuming termination at 12/29/2023 and stock at $10.44):
| Category | Termination w/o Cause or Resignation w/ Good Reason | With Change in Control (post‑merger involuntary termination) |
|---|---|---|
| Severance payments | $972,136 | $972,136 |
| Non‑compete payments | $694,206 | $694,206 |
| Accrued vacation | $202,006 | $202,006 |
| Health benefits continuation | $0 | $0 |
| Post‑termination equity vesting | $4,092,762 | $4,092,762 |
| Additional CIC equity acceleration | — | $2,025,162 |
| CIC lump sum cash | — | $1,500,000 |
| Total | $5,961,110 | $9,486,272 |
| Severance accounts already funded (add’l amounts) | $1,036,307 (already in severance accounts; separate from table totals) | $1,036,307 (already in severance accounts) |
Clawback:
- Teva adopted an NYSE/Exchange Act‑compliant clawback; excess incentive‑based compensation from the prior three years must be recovered upon required restatement; additional Israeli‑law policy applies for misconduct/material inaccuracy; 2023 financial statement revisions did not trigger clawback .
Compensation Committee and Governance
- HR & Compensation Committee members: Rosemary A. Crane (Chair), Gerald M. Lieberman, Dr. Perry D. Nisen, Janet S. Vergis .
- Program features: caps on AIP payouts and PSU payouts; independent advisor; double‑trigger CIC; no hedging/pledging; no option repricing without shareholder approval; no excise tax gross‑ups; no guaranteed bonuses .
Investment Implications
- Pay‑for‑performance alignment: AIP metrics are straightforward (non‑GAAP EPS, FCF, and individual measures) with linear payout curve; 2023 paid at 113% on 100% target, signaling above‑target execution in Sabag’s remit while maintaining capped upside .
- Retention vs. dilution: Significant unvested RSUs/PSUs through 2027 provide retention hooks; double‑trigger CIC and 24‑month continued vesting on involuntary termination without cause reduce near‑term departure risk but create periodic vest‑related liquidity events that can add supply in trading windows .
- Ownership alignment and risk controls: Personal ownership is sub‑0.1% of outstanding shares but subject to a 3× salary ownership guideline (NEOs broadly in compliance), with strict anti‑hedging/anti‑pledging policies that reduce misalignment/pledge risk .
- Option overhang not a factor: All legacy options are out‑of‑the‑money at YE‑2023, meaning near‑term exercise‑driven selling is improbable; equity exposure is now almost entirely RSU/PSU‑based .
- Change‑in‑control economics: $1.5M CIC cash plus equity acceleration (double‑trigger) are meaningful but not excessive in market context, limiting “golden parachute” risk while ensuring continuity through potential strategic transactions .