Richard D. Francis
About Richard D. Francis
Richard D. Francis is President & CEO of Teva Pharmaceutical Industries and a member of the Board since January 1, 2023; he is 56 and holds a BA in Economics from Manchester Metropolitan University . He previously led Sandoz (Novartis) and held senior roles at Biogen, including leading the U.S. business and overseeing the Tecfidera launch . Under his “Pivot to Growth” strategy, Teva delivered strong product growth in 2024 (AUSTEDO +34%, UZEDY $117 million U.S. revenues, AJOVY +18% YoY) and achieved one-, three-, and five-year TSR of 111%, 175%, and 125% as of December 31, 2024 . In Q3 2025, Francis reaffirmed targets to reach 30% non-GAAP operating margin by 2027 and ~$700 million net savings, citing 11 consecutive quarters of growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sandoz (Novartis) | CEO; member of Novartis Executive Team | 2014–2019 | Reshaped business focus, portfolio, and efficiencies to drive growth and margin improvement . |
| Biogen | Senior executive; led U.S. business | 13 years (ended 2013) | Led U.S. commercial growth; oversaw Tecfidera® launch in 2013 . |
| Sanofi; Wyeth | Earlier career roles | Not disclosed | Early pharma leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mettler-Toledo International Inc. | Director | 2016–present | Current public company board service . |
| Syncona Investment Management | Operating Partner | 2021–present | Portfolio company leadership and investing . |
| Purespring Therapeutics | CEO | 2021–2022 | Gene therapy (kidney) . |
| Forcefield Therapeutics | CEO | 2021–2022 | Therapeutics to protect heart function . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 1,600,000 | 150% | 1,500,000 (sign-on tranche) | 1,006,887 | Hiring sign-on; relocation/perqs . |
| 2024 | 1,600,000 | 150% | 1,500,000 (sign-on tranche) | 533,859 | Second sign-on tranche; expatriate benefits per policy . |
| Proposed 2025 changes | 1,700,000 (retro to Jan 1) | Target unchanged; max increases to 200% of target | N/A | N/A | Annual equity target increased to $12 million (70% PSUs) . |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Achievement % | Payout Impact |
|---|---|---|---|---|---|
| Net Revenues | 25% | $16.0B | $16.8B | 105% | Contributes to weighted avg . |
| Non-GAAP EPS | 25% | $2.38 | $2.49 | 105% | Contributes to weighted avg . |
| Free Cash Flow | 25% | $1.9B | $2.1B | 109% | Contributes to weighted avg . |
| Individual Performance | 25% | 100% baseline | 130% (CEO) | 130% | Drives overall payout factor . |
| Overall (CEO) | — | — | — | 112% weighted avg | 120% payout factor; payout $2,885,100 . |
Long-Term Incentive Equity (Structure and 2024 Grants)
| Vehicle | Weight | Performance Metrics | Vesting | 2024 Grant Detail |
|---|---|---|---|---|
| PSUs | 70% (CEO) | 60% 2024–2026 Cumulative Free Cash Flow; 40% Net Revenue Growth; Absolute stock price modifier (caps payouts at target if stock declines; increases up to 150% with strong price gains) | 3-year cliff in 2027 | Target 468,750 PSUs; threshold 117,188; max 1,171,875; grant-date fair value $6,300,000; granted 3/4/2024 . |
| RSUs | 30% (CEO) | N/A | Equal annual tranches over 4 years (2025–2028) | 200,892 RSUs; grant-date fair value $2,699,988; granted 3/4/2024 . |
| PSU Realization Example (prior cycle) | Target attainment | TSR modifier | Final earning % |
|---|---|---|---|
| 2022–2024 PSUs (peer NEO example) | 102% weighted avg metrics | +20% (87th percentile) | 123% |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (ordinary shares) | 123,295 (≤1%) | As of April 1, 2025; percent of 1,146,959,855 shares outstanding is less than 1% . |
| 2024 shares vested (value realized) | 228,886; $3,037,431 | RSU/PSU vesting in 2024. |
| Unvested RSUs at FY-end | 323,311 ($7,125,774); 201,693 ($4,445,314); 200,892 ($4,427,660) | Vest schedules: sign-on RSUs 33% in 2024–2026; annual RSUs 25% yearly 2024–2027 and 2025–2028 . |
| Unearned PSUs at FY-end | 538,851 ($11,876,276); 697,211 ($15,366,530); 117,188 ($2,582,824) | 100% cliff vest in 2026/2027 subject to performance . |
| Options held | None (no option awards; $0 option comp) | No options outstanding. |
| Ownership guidelines | CEO must hold equity equal to 6× base salary; NEOs in compliance or within attainment period . | |
| Hedging/pledging | Prohibited for executives and directors | Reinforces alignment; robust clawback policies . |
Employment Terms
| Term | Provision |
|---|---|
| Start date | Appointed November 21, 2022; effective January 1, 2023 . |
| Initial term & renewal | 3-year term; automatic 1-year renewals unless 6 months’ notice . |
| Proposed 2025 amendment | Remove fixed term; unspecified term with 180-day notice; increase base to $1.7M; annual equity target to $12M; max annual cash incentive to 200% of target . |
| Severance (no cause/good reason) | 2× base salary cash; vesting of unvested sign-on RSUs; vesting of earned sign-on PSUs; vesting of unvested sign-on cash; prorated annual bonus if employed ≥12 months; plus non-compete payment of 12 months base (payable monthly) . |
| Change-of-control | If termination within 12 months post-CoC, additional cash severance equal to base salary (double trigger for equity vesting under plans) . |
| Restrictive covenants | Non-compete 12 months; non-solicit 24 months; perpetual confidentiality; 10-year nondisparagement . |
| Expat/relocation benefits | Housing, travel, advisory allowances; tax/immigration support under policy . |
| Clawback | SEC/NYSE restatement clawback plus misconduct-based clawback under Compensation Policy . |
Potential Payments on Termination (as of 12/31/2024)
| Scenario | Total Payment ($) |
|---|---|
| Without cause / good reason (no CoC) | 25,542,093 . |
| With change in control and termination | 27,142,093 . |
Breakdown includes severance, non-compete payments, sign-on acceleration, and post-termination equity vesting calculated at $22.04 per share; PSUs at target except 2022–2024 actuals .
Board Governance
- Role: President, CEO, and director since 2023; not independent; no Board committees listed for Francis .
- Independence and leadership: Independent Chairman (Dr. Sol Barer); 11 of 12 directors independent; separate Chair/CEO structure; executive sessions held without management .
- Board service: 7 Board meetings in 2024 with 100% attendance; all committees had 100% attendance .
- Director compensation: Francis receives no compensation for Board service (executives on Board are excluded) .
Compensation Structure Analysis
- Mix and risk: 88% of CEO’s 2024 target total direct compensation is at-risk, with 70% of equity in PSUs and rigorous three-year performance periods plus stock price modifier .
- Annual incentive design: 75% weighted to company financials (Net Revenues, Non-GAAP EPS, Free Cash Flow), 25% individual; threshold at 85% weighted average; maximum at 120% performance; CEO payout factor 120% for 2024 .
- Market alignment changes: 2025 proposal raises equity target to $12M and base to $1.7M to align near market median; introduces flexible equity target range $10–$16M with 70% performance-based .
- Policies: No hedging/pledging; robust clawbacks; double-trigger equity vesting on CoC; independent compensation consultant; stock ownership guidelines (CEO 6× salary) .
Investment Implications
- Pay-for-performance alignment: High proportion of performance-based equity and rigorous annual metrics tie compensation to top-line growth and cash generation; 2024 results exceeded targets, supporting the $2.885M annual bonus payout .
- Retention and selling pressure: Significant unvested RSUs and PSUs vesting through 2026–2028 provide retention hooks; periodic RSU vesting (2025–2028) may create mechanical selling pressure around anniversary dates, while PSUs concentrate realization in 2026–2027 subject to performance .
- Change-of-control economics: Double-trigger structure with additional base salary payment post-CoC and substantial equity acceleration enhances retention but could increase transaction costs; total termination value ~$27.1M as of year-end 2024 .
- Governance quality: Independent Chair, strong committee oversight, 100% attendance, and prohibition of hedging/pledging mitigate dual-role concerns of CEO-director and support alignment with shareholders .
- Strategy execution: Documented TSR outperformance under Francis’ tenure and continued guidance toward margin expansion and cost savings underpin confidence in value creation; product growth metrics and pipeline progress reinforce the pivot toward innovative biopharma .