Ronit Satchi-Fainaro
About Ronit Satchi-Fainaro
Independent director at Teva since 2018; age 53 as of April 2025. Full Professor at Tel Aviv University with deep expertise in cancer biology, nanomedicine, and translational research; serves on Teva’s Science & Technology, Compliance, and Corporate Governance & Nominating committees. Board independence affirmed, with strong 2024 engagement (Board met seven times; committee meetings held with 100% attendance by members). Education includes B.Pharm (Hebrew University, 1995) and Ph.D. in Polymer Chemistry and Cancer Nanomedicine (University of London, 1999).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tel Aviv University (TAU) | Head, Cancer Research & Nanomedicine Laboratory | Since 2006 | Leads multidisciplinary oncology/nanomedicine research; translational focus |
| TAU, Sackler Faculty of Medicine | Chair, Dept. of Physiology & Pharmacology | Since 2014 | Academic leadership; curriculum and research oversight |
| TAU | Kurt & Herman Lion Chair in Nanosciences & Nanotechnologies | Since 2017 | Endowed chair; strategic research leadership |
| TAU | Director, Cancer Biology Research Center | Since 2020 | Directs center’s scientific agenda and collaborations |
| TAU | Member, Preclinical Dean’s Committee | Since 2015 | Governance over preclinical programs |
| Boston Children’s Hospital & Harvard Medical School | Instructor in Surgery; Visiting Professor | Instructor since 2003; Visiting Professor since 2005 | Cross-institution translational research ties |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Blavatnik Center for Drug Discovery | Scientific Advisory Board Member | Not disclosed (current) |
| The Israel Cancer Association | Scientific Advisory Board Member | Not disclosed (current) |
| Vall d’Hebron University Hospital Foundation—Research Institute | Scientific Advisory Board Member | Not disclosed (current) |
| CAS (American Chemical Society) Life Sciences Advisory Board | Advisory Board Member | Since 2023 |
| Biotech and pharmaceutical companies | Consultant | Not disclosed (current) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board states 11 of 12 directors are independent (CEO non-independent) |
| Committee memberships | Science & Technology; Compliance; Corporate Governance & Nominating |
| Committee meeting load (2024) | Audit (5), HR & Compensation (4), Corporate Governance & Nominating (5), Finance & Investment (4), Compliance (4), Science & Technology (5) |
| Attendance | Board met 7 times in 2024; each current director attended 100% of Board committees on which they served; aggregate attendance 100% |
| Executive sessions | Directors meet in executive session generally with each regular Board meeting, chaired by the independent Chairman |
| Chair roles | None (committee chairs are other directors) |
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer (non-employee director) | 130,000 | Policy level approved in 2019 |
| Committee membership fees | 10,000 per annum (standing committees not listed in (a)-(b)) | |
| Audit Committee member fee | 20,000 per annum | 40,000 for Audit Chair |
| HR & Compensation Committee member fee | 15,000 per annum | 30,000 for HRCC Chair |
| Special/ad-hoc committee member fee | 20,000 per annum | 30,000 for chair |
| 2024 Cash fees (Prof. Satchi-Fainaro) | 160,000 | Reflects retainer plus committee fees |
| Meeting fees | None | No additional compensation for meeting attendance |
Performance Compensation
| Component | Grant Facts | Vesting |
|---|---|---|
| 2024 RSUs (annual grant) | 9,632 RSUs; grant date fair value per share $16.61; aggregate grant date fair value $159,988 | One-year cliff vest from grant date (June 2024 grants) |
| Unvested RSUs outstanding (12/31/2024) | 9,632 | Unvested count at year-end |
| Director equity structure | Annual RSU grants for non-employee directors; vesting accelerates upon completion of service (except removal for breach) | Acceleration terms summarized |
Policy change proposal: Proposal 5 would decrease annual cash retainers and increase annual equity grants for non-employee directors and the non-executive Chairman, tightening equity alignment .
Other Directorships & Interlocks
- No other current public company board roles disclosed for Prof. Satchi-Fainaro in the proxy’s director profile.
- HR & Compensation Committee interlocks: In 2024, no HRCC member had related-party relationships requiring disclosure; no executive officer interlocks reported (general governance context).
Expertise & Qualifications
- Clinical medicine and multidisciplinary research expertise in oncology, nanomedicine, and translational science; academic leadership across TAU institutes and committees.
- Education: B.Pharm (Hebrew University, 1995); Ph.D. in Polymer Chemistry and Cancer Nanomedicine (University of London, 1999); postdoctoral fellowships at TAU and Harvard/Boston Children’s Hospital.
- Advisory roles across drug discovery and cancer research organizations; consultant to biotech/pharma.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | Unvested RSUs (12/31/2024) |
|---|---|---|---|
| Prof. Ronit Satchi-Fainaro | 88,277 | Less than 1% | 9,632 |
- Director stock ownership guidelines: 5x annual cash fee (excluding committee fees); proposal to increase to 7x subject to shareholder approval of Proposal 5. Compliance status not disclosed for individual directors.
- Hedging/pledging prohibition: Executive officers and non-employee directors are prohibited from hedging, pledging, or short sales in company securities.
Governance Assessment
- Alignment and effectiveness
- Independent director with strong scientific credentials; active on Science & Technology and Compliance committees—aligned with Teva’s innovation and risk oversight priorities. 2024 Board/committee attendance was 100%, indicating high engagement.
- Compensation mix balanced between cash ($160,000) and equity ($159,988) in 2024, with policy intent to shift more toward equity—positive for shareholder alignment. Ownership guidelines strengthen from 5x to proposed 7x retainer.
- Potential conflicts and related-party exposure
- RED FLAG: December 2024 service research agreement with Ramot at Tel Aviv University (TAU) for $337,000, with work supervised by Prof. Satchi-Fainaro; properly reviewed and approved under Israeli Companies Law and Teva’s Related Party Transactions Policy. Continued monitoring warranted given her TAU leadership roles.
- Consulting roles with biotech/pharma noted without specific counterparties; potential for perceived conflicts if those entities transact with Teva—disclosure exists but detail limited.
- Risk mitigators
- Strict prohibition on hedging/pledging for directors; no director termination benefits other than equity acceleration upon completion of service; strong committee independence and codified charters.
- Shareholder engagement
- Board conducted outreach to top holders in late 2024/early 2025; feedback integrated into compensation policy proposals and governance discussions—supports investor confidence.
Related-Party Transaction Detail
| Date | Counterparty | Description | Amount ($) | Approval Status |
|---|---|---|---|---|
| Dec 2024 | Ramot at Tel Aviv University Ltd. | Service research agreement funding a lab’s service research for Teva under Prof. Satchi-Fainaro’s supervision | 337,000 | Reviewed and approved under Israeli Companies Law, Articles, and Teva’s Related Party Transactions Policy; extensions to be similarly reviewed |