Roberto A. Mignone
About Roberto A. Mignone
Roberto A. Mignone (age 53) has served as an independent director of Teva since 2017. He is Founder and Managing Partner of Bridger Management LLC (est. 2000), previously co‑founded Blue Ridge Capital LLC (1996–2000), and holds a BA in Classics (Harvard College) and an MBA (Harvard Business School). He chairs Teva’s Finance & Investment Committee, serves on the Audit Committee (designated an “audit committee financial expert”), and is a member of the Corporate Governance & Nominating Committee; he was re‑elected to a term expiring at Teva’s 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridger Management LLC | Founder & Managing Partner | 2000–present | Healthcare-focused long-term equity strategies; finance/management expertise for large pharma organizations |
| Blue Ridge Capital LLC | Co‑Founder & Partner | 1996–2000 | Investment management across healthcare/tech/media/TMT/financial services |
| NYU Langone Medical Center | Co‑Vice Chairman; member Finance & Nominating Committees | Not disclosed (current) | Governance/finance committee experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guardant Health, Inc. | Director | 2024–present | Not disclosed in Teva proxy |
Board Governance
- Independence: Teva states 11 of 12 directors are independent; Mignone is identified as an independent director .
- Committee assignments: Finance & Investment (Chair), Audit (member; financial expert), Corporate Governance & Nominating (member) .
- Attendance: Board met 7 times in 2024; Board and all committees recorded 100% attendance. Committee meeting counts in 2024: Audit (5), HR & Compensation (4), Corporate Governance (5), Finance & Investment (4), Compliance (4), Science & Technology (5) .
- Term/election: Re‑elected June 5, 2025 to serve until Teva’s 2028 annual meeting (For votes: 652,577,603; Against: 137,177,350; Abstain: 13,060,693; Broker non‑vote: 61,943,377) .
| Governance Item | 2024 | 2025 |
|---|---|---|
| Board meetings (count) | 7 | Not disclosed |
| Board attendance rate | 100% | Not disclosed |
| Audit Committee meetings | 5 | Not disclosed |
| Corporate Governance & Nominating meetings | 5 | Not disclosed |
| Finance & Investment meetings | 4 | Not disclosed |
Fixed Compensation
- Teva’s non‑employee director program (2019–2024): Annual cash board retainer $130,000; committee fees: Audit member $20,000/chair $40,000; Compensation member $15,000/chair $30,000; other standing committee member $10,000/chair $20,000; ad‑hoc member $20,000/chair $30,000; no per‑meeting fees .
- 2024 actual for Mignone: Cash fees $180,000; stock awards $159,988; total $339,988 .
| Metric | 2024 Actual | Notes |
|---|---|---|
| Cash fees ($) | $180,000 | Includes board retainer + committee fees; no per‑meeting fees |
| Equity (grant date fair value, $) | $159,988 | Directors granted 9,632 RSUs in June 2024 at $16.61/share; one‑year cliff vest |
| Total ($) | $339,988 |
Performance Compensation
- Directors receive time‑based RSUs (no performance metrics); standard vesting: one‑year cliff; unvested director awards accelerate upon service completion other than shareholder removal for breach of fiduciary duties .
- Mix shift approved in 2025: Cash retainer decreased; equity increased; new mix targeted at 36% cash / 64% equity, aligning with updated peer median practices .
| Component | 2024 Program | 2025 Program (effective Jan 1, 2025 if approved) | Vesting/Terms |
|---|---|---|---|
| Board cash retainer | $130,000 | $100,000 | Pro‑rated for partial year |
| Audit Committee | $20,000 member; $40,000 chair | Unchanged | Pro‑rated for partial year |
| HR & Compensation Committee | $15,000 member; $30,000 chair | Unchanged | Pro‑rated |
| Other standing committees | $10,000 member; $20,000 chair | Unchanged | Pro‑rated |
| Special/ad‑hoc committees | $20,000 member; $30,000 chair | Unchanged | Pro‑rated |
| Annual equity (RSUs) | $160,000 | $250,000 | One‑year cliff; accelerated vesting upon service end (except shareholder removal) |
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Notes |
|---|---|---|---|---|
| Guardant Health, Inc. | Diagnostics/oncology | Director | 2024–present | Current public board per Teva proxy |
Expertise & Qualifications
- Finance and investment expertise in healthcare; designated an “audit committee financial expert” by Teva’s Board .
- Senior governance roles: Chair of Finance & Investment Committee; member of Corporate Governance & Nominating Committee .
- Education: BA (Harvard College), MBA (Harvard Business School) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Ordinary shares beneficially owned | 790,683 (as of Apr 1, 2025) | Represents <1% of outstanding shares |
| Ownership % of outstanding | <1% | Based on 1,146,959,855 shares outstanding |
| Fund‑related holdings | 695,000 shares held by Swiftcurrent Master Fund, Ltd.; Bridger Management LLC is adviser; Mignone is manager; he disclaims beneficial ownership except for indirect pecuniary interest | |
| Director stock ownership guidelines | 5x annual cash board retainer; proposed increase to 7x subject to Proposal 5 approval | |
| Anti‑hedging/anti‑pledging policy | Directors prohibited from hedging or pledging Teva securities |
Fixed vs Equity Mix and Shareholder Votes (Signals)
| Item | 2025 AGM Result |
|---|---|
| Say‑on‑pay (NEOs; advisory) | For: 688,836,027; Against: 99,207,637; Abstain: 14,771,995; Broker non‑vote: 61,943,377 |
| Amended Compensation Policy (Executives & Directors) | For total: 710,166,047; Against: 90,789,456; Abstain: 1,860,153 |
| Director compensation amendment (non‑employee directors) | For: 773,824,912; Against: 27,111,172; Abstain: 1,878,351; Broker non‑vote: 61,943,377 |
| Chairman compensation amendment (non‑executive chair) | For: 772,020,910; Against: 29,129,637; Abstain: 1,665,087; Broker non‑vote: 61,943,377 |
Governance Assessment
- Strengths: Independent director with deep healthcare investing background; chairs Finance & Investment Committee and is designated an audit committee financial expert. Board/committee attendance is exemplary (100%), indicating engagement and oversight diligence .
- Incentive alignment: Equity‑heavy director pay approved for 2025 (shift to 64% equity) and higher ownership guideline to 7x cash retainer strengthen alignment; no hedging/pledging permitted .
- Shareholder support: Strong votes for director compensation and compensation policy at 2025 AGM signal investor confidence in governance practices .
- Potential conflicts/monitoring: Fund‑related shareholdings via Swiftcurrent/Bridger are transparently footnoted with a disclaimer of beneficial ownership; Audit Committee (of which Mignone is a member) oversees related‑party transactions under Israeli Companies Law—ongoing vigilance appropriate, though no specific related‑party transactions involving Mignone are disclosed in the proxy .
- Red flags: None disclosed regarding attendance, hedging/pledging, or meeting fees; no per‑meeting fees and acceleration provisions for unvested director RSUs upon service end are standard but worth monitoring for unintended windfalls in board transitions .
Overall, Mignone’s financial acumen and committee leadership, combined with strong attendance and enhanced equity alignment, support board effectiveness. The disclosed fund‑related holdings are appropriately footnoted; continued oversight of any transactions with Bridger‑affiliated entities remains prudent .