Placid Jover
About Placid Jover
Placid Jover, age 44, is Executive Vice President and Chief Human Resources Officer at Teva, appointed in August 2024. He holds a combined degree in Business Administration and an MBA from ESADE (Barcelona), with executive education at Harvard, Columbia, MIT, and INSEAD; prior experience includes leading transformative HR initiatives at multinational corporations, including Unilever, focused on talent, leadership development, and organizational effectiveness . Teva’s executive compensation program emphasizes variable pay with multi-metric performance alignment (annual cash incentives tied to Net Revenues, Non-GAAP EPS, and Free Cash Flow; and 3-year PSUs tied to cumulative Free Cash Flow and Net Revenue Growth with an absolute stock price modifier), and prohibits hedging and pledging, with strong clawback provisions . Shareholders supported the 2024 say‑on‑pay at ~83%, and stock ownership guidelines require 3x base salary for executive officers within five years of appointment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unilever (and other multinationals) | Senior HR leadership | Not disclosed | Led transformative HR initiatives; improved workforce productivity and culture |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
Policy framework applicable to Teva executive officers (including CHRO):
- Base salary: Determined by role, experience, market, and internal equity .
- Annual cash incentive: Target capped at 100% of base; max payout 200% of target; weighted 75% Company Financial (Net Revenues, Non‑GAAP EPS, Free Cash Flow) and 25% Individual .
- Long‑term incentives: Annual equity grant with 67% PSUs and 33% RSUs for executive officers (CEO 70% PSUs/30% RSUs) .
- RSU vesting: Four equal annual tranches over 4 years .
- PSU performance period: Three‑year cliff vesting (e.g., 2024–2026) .
- At‑risk design and governance: No hedging/pledging; no dividends on unearned awards; no option repricing without shareholder approval; robust clawbacks .
Performance Compensation
2024 Annual Cash Incentive Plan Design and Actuals
| Metric | Weight | Target | Actual | % Achievement | Notes |
|---|---|---|---|---|---|
| Net Revenues ($USD Billions) | 25% | $16.0 | $16.8 | 105% | FX set to business plan rates |
| Non‑GAAP EPS ($USD) | 25% | $2.38 | $2.49 | 105% | Payout curve applied per plan |
| Free Cash Flow ($USD Billions) | 25% | $1.9 | $2.1 | 109% | Definition per plan |
| Individual Performance | 25% | Not disclosed | Not disclosed | Not disclosed | Role‑specific objectives |
Payout conversion: Weighted Company Financial average must be ≥85% for any payout; payout factor scales linearly to 100% at target and up to 200% at maximum (133% cap for CEO); overall payout factor combines Company Financial and Individual components .
PSUs – 3‑Year Metrics and Vesting
| Component | Weighting | Performance Level → Earning % | Vesting / Modifier | Rationale |
|---|---|---|---|---|
| 2024–2026 Cumulative Free Cash Flow | 60% | 85%→25%; 100%→100%; 110%→200% (linear between) | 3‑year cliff vest | Focus on cash generation, working capital, capex |
| 2024–2026 Net Revenue Growth (annual & cumulative) | 40% | Threshold→25%; Target→100%; Max→200% | 3‑year cliff vest | Top‑line expansion aligned to Pivot to Growth |
| Absolute Stock Price Modifier | Modifier (applies only >100% weighted avg) | Caps payouts at target if price down; can increase to 150% for ~50–100% price gains in year 3 (subject to cap) | Applied to weighted average earning % | Tie payouts to shareholder value creation |
Equity Ownership & Alignment
| Policy Element | Detail |
|---|---|
| Stock Ownership Guidelines | CEO 6x base salary; other executive officers 3x; directors 5x annual cash fee (proposal to 7x). Compliance expected within 5 years for executives (6 for directors) . |
| Counting Toward Guidelines | Includes shares owned outright/with immediate family, trust/retirement plan holdings, unvested time‑based RSUs; excludes PSUs and all options (vested or unvested) . |
| Hedging/Pledging | Prohibited for executive officers and directors . |
| Compliance Status | At last measurement, all NEOs in compliance or within the period to attain guidelines; Jover’s individual holdings not disclosed in the Security Ownership table . |
Employment Terms
| Term | Policy (executive officers) |
|---|---|
| Notice | Advance notice up to 9 months; compensation/benefits continue during notice unless waived . |
| Severance (qualifying termination) | Up to 1x annual base salary + target annual cash bonus (CEO 1.5x); subject to compliance with restrictive covenants; may be tied to non‑compete . |
| Change‑in‑Control (double‑trigger) | Additional cash award up to 1x base + target bonus; RSUs and PSUs subject to accelerated vesting; PSUs vest at greater of target or actual performance per plan . |
| Benefits Continuation | Medical/life insurance continuation up to 18 months post‑termination . |
| Equity Treatment | Acceleration or continued vesting may apply; PSU payout based on actual performance unless CoC acceleration terms apply . |
| Clawback | Compliant with NYSE/SEC; requires return of gross incentive comp on restatement; broader misconduct‑based clawback in Compensation Policy . |
Investment Implications
- Pay‑for‑performance alignment: Heavy weighting to PSUs (67%) and multi‑metric design (FCF, Net Revenue Growth) plus an absolute stock price modifier directly link equity outcomes to operational and market performance; annual cash incentives balance growth, profitability, and cash conversion .
- Retention and selling pressure: RSUs vest annually over 4 years and PSUs cliff‑vest after 3 years, promoting retention and potentially concentrating insider selling around annual RSU vest dates; hedging/pledging bans and ownership guidelines mitigate misalignment risks .
- Governance and downside protection: Robust clawbacks and prohibition of dividends on unearned awards reduce shareholder‑unfriendly outcomes; double‑trigger CoC terms and market‑median targeting suggest competitive, but not aggressive, severance economics .
- Performance trajectory: 2024 outperformance versus incentive targets (Net Revenues, Non‑GAAP EPS, FCF) drove elevated payout factors for NEOs, consistent with execution of the Pivot to Growth strategy; the PSU stock price modifier caps above‑target payouts if share price declines, sharpening alignment to TSR .
- Shareholder support: ~83% say‑on‑pay approval indicates broad investor acceptance of the program’s design and recent updates, lowering near‑term compensation‑related governance risk .
Note: The proxy does not disclose Placid Jover’s individual base salary, target/actual bonus, grant values, or beneficial ownership. The analysis relies on Teva’s executive‑officer policy architecture and 2024 program outcomes.