Rosemary A. Crane
About Rosemary A. Crane
Independent director at Teva since 2015; age 65. Former CEO of Epocrates (2008–2011) and MELA Sciences (2013–2014), with senior leadership roles at Johnson & Johnson (Group Chairman, OTC & Nutritionals; Group Chairman, Consumer/Specialty Pharma; EVP Global Marketing) and Bristol-Myers Squibb (President, U.S. Primary Care; President, Global Marketing & Consumer Products). BA, State University of New York; MBA, Kent State University. Extensive commercialization and drug launch expertise (>30 years) in pharma and healthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MELA Sciences, Inc. | President & CEO | 2013–2014 | Led commercialization for medical device firm |
| Appletree Partners | Head of Commercialization, Partner | 2011–2013 | Portfolio commercialization leadership |
| Epocrates Inc. | President & CEO | 2008–2011 | Grew healthcare IT and physician network platform |
| Johnson & Johnson | Group Chairman, OTC & Nutritionals; Group Chairman, Consumer, Specialty Pharma & Nutritionals; EVP Global Marketing (Pharma) | 2002–2008 | Global marketing and multi-division leadership |
| Bristol-Myers Squibb | President, U.S. Primary Care; President, Global Marketing & Consumer Products | 1982–2002 | Primary care business and global brand leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Certara, Inc. | Director | 2022–present | Current public company directorship |
| Tarsus Pharmaceuticals | Director | 2021–2025 | Former public company board |
| Catalent Pharma Solutions, Inc. | Director | 2018–2023 | Former public company board |
| Zealand Pharma A/S | Vice Chairman | 2015–2019 | Former public company board leadership |
| Edge Therapeutics | Director | 2017–2019 | Former public company board |
Board Governance
- Committee assignments: Chair, Human Resources & Compensation; Member, Science & Technology .
- Independence: Listed as an independent director; all committee members are independent under SEC/NYSE rules .
- Attendance: Board met 7 times in 2024 with 100% attendance; all directors had 100% committee meeting attendance .
- HR & Compensation interlocks: No member (including Crane) was an employee/officer; no related-party relationships; no interlocking directorships with Teva executives in 2024 .
| Body/Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Director | 7 | 100% |
| HR & Compensation | Chair | 4 | 100% |
| Science & Technology | Member | 5 | 100% |
Fixed Compensation
- 2024 compensation (non-employee director): Cash fees $170,000; Stock awards $159,988; Total $329,988 .
- Fee policy (non-employee directors): $15,000 per year for HR & Compensation Committee membership; $30,000 per year for chairing HR & Compensation; $20,000 per year for ad-hoc committee membership; $30,000 per year for ad-hoc chair; $10,000 per year for other standing committee membership; $20,000 per year for chairing such committee; no meeting fees .
- Equity grant policy: Annual director RSU grant approx $160,000, one-year cliff vest; typically granted in early June post-AGM .
| Year | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2024 | 170,000 | 159,988 | 329,988 |
Performance Compensation
- Grant type: RSUs (non-employee directors); no stock options granted to executive officers in last fiscal year; director equity grants are RSUs with one-year cliff vest .
- 2024 equity grant: 9,632 RSUs in June 2024; grant-date share fair value $16.61; RSUs vest one year from grant; unvested as of 12/31/2024: 9,632 RSUs .
- Acceleration: Upon completion or termination of director service (other than removal for breach of fiduciary duties), any unvested director awards immediately vest .
| Metric | Detail |
|---|---|
| Equity instrument | RSUs (non-employee director) |
| Grant date (cycle) | Early June 2024 post-AGM |
| Grant quantity | 9,632 RSUs |
| Grant-date fair value per share | $16.61 |
| Vesting | One-year cliff; immediate vest on service completion (with exceptions) |
| Options | None granted (recent years); last options to execs in 2018 |
| Performance metrics tied to director pay | None disclosed for directors (equity is time-based RSUs) |
Other Directorships & Interlocks
- Current: Certara (2022–present). Past: Tarsus (2021–2025), Catalent (2018–2023), Zealand Pharma (Vice Chairman, 2015–2019), Edge Therapeutics (2017–2019) .
- HR & Compensation Committee interlocks and insider participation: None in 2024 (no related-party relationships requiring disclosure; no reciprocal board/comp committee relationships) .
Expertise & Qualifications
- Commercialization and operations leader in pharma and healthcare; >25 years of therapeutic and consumer drug launch expertise .
- Degrees: BA (SUNY), MBA (Kent State) .
- Committee-relevant skills: Oversees executive compensation, succession, clawback policies, and labor practices as HR & Compensation Chair .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Rosemary A. Crane | 103,615 | <1% | As of April 1, 2025; based on 1,146,959,855 shares outstanding |
| Unvested RSUs (12/31/2024) | 9,632 | — | Director grant vests one year from grant |
- Director stock ownership guidelines: 5× annual cash board fee (excluding committee fees), to be met by the later of six years after becoming subject or January 1, 2025; subject to approval of Proposal 5, guidelines increase to 7× cash board fee . Proposal 5A (director compensation amendment) approved June 5, 2025 (For: 773,824,912; Against: 27,111,172; Abstain: 1,878,351; Broker non-vote: 61,943,377) .
Governance Assessment
- Strengths: Independent status; 100% attendance; chairs HR & Compensation with fully independent membership; no interlocks or related-party transactions requiring disclosure; equity component in director pay aligns interests; shareholder-approved enhancements to director compensation structure (shift toward equity) passed with strong support .
- Alignment: Holds 103,615 shares; receives annual RSU grants with one-year vest; stock ownership guidelines increased to 7× cash fee (post-approval), raising long-term alignment expectations .
- Compensation oversight quality: HR & Compensation Committee engaged Meridian (independent consultant) to reassess director compensation vs updated peer group; recommended decreasing cash and increasing equity; reflects market benchmarking and pay-for-alignment stance .
- Potential conflicts/red flags: None disclosed—no HR & Compensation interlocks, no related-party relationships; no meeting fees; policies for related-party transactions require Audit Committee review and approvals when extraordinary .
- Shareholder feedback: 2025 Say-on-Pay passed (For: 688,836,027; Against: 99,207,637; Abstain: 14,771,995; Broker non-vote: 61,943,377), indicating broad support for compensation practices overseen by HR & Compensation .
Overall signal: Strong governance and committee leadership, high attendance, and a policy-driven shift to more equity-heavy director compensation support investor confidence; absence of interlocks/related-party exposure reduces conflict risk .