Sol J. Barer
About Sol J. Barer
Dr. Sol J. Barer, age 77, has served as an independent director of Teva since January 2015 and as independent Chairman of the Board since 2017. He holds a Ph.D. in organic and physical chemistry from Rutgers University and a B.S. in chemistry from Brooklyn College, and previously founded the biotechnology group at Celanese that was later spun out as Celgene. He currently leads SJ Barer Consulting, advises the Israel Biotech Fund, and is Founding Chair of the Center for Innovation and Discovery at the Hackensack Meridian Medical School . The Board explicitly recognizes him as independent under NYSE rules and separates the CEO and Chair roles, with Dr. Barer chairing executive sessions at each regular meeting to provide independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene Corporation | Executive Chairman | 2010–2011 | Senior leadership of large-cap biotech; industry/regulatory expertise |
| Celgene Corporation | Chairman & CEO | 2007–2010 | Led strategy and operations |
| Celgene Corporation | CEO | 2006–2010 | Led company execution |
| Celgene Corporation | President & COO | 1994–2006 | Operational leadership |
| Celgene Corporation | President | 1993–1994 | Corporate leadership |
| Celanese Corporation | Founder, biotech group (later spun off as Celgene) | — | Built foundational biotech platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SJ Barer Consulting | Managing Partner | Current | Advisor/operator experience applied to governance |
| Israel Biotech Fund | Advisor | Current | Sector connectivity, venture insights |
| Hackensack Meridian Medical School | Founding Chair, Center for Innovation and Discovery | Current | Academia/innovation interface |
Board Governance
- Role: Independent Chairman of the Board (since 2017); not a member of standing committees; chairs executive sessions at each regularly scheduled Board meeting .
- Independence: Board affirms the Chairman is independent; 11 of 12 directors independent; CEO is the sole non-independent director .
- Engagement: Shareholder engagement efforts in late 2024/early 2025 were led by the Chairman .
Board and committee activity and attendance in 2024:
| Body | Meetings (2024) | Attendance Rate |
|---|---|---|
| Board of Directors | 7 | 100% |
| Audit Committee | 5 | 100% |
| HR & Compensation Committee | 4 | 100% |
| Corporate Governance & Nominating | 5 | 100% |
| Finance & Investment | 4 | 100% |
| Compliance | 4 | 100% |
| Science & Technology | 5 | 100% |
Fixed Compensation
- 2024 Chairman compensation structure (approved in 2019): $255,000 annual cash fee; annual RSU grant with ~ $285,000 grant date fair value; office and secretarial services; no additional committee fees; no meeting fees .
- Proposal 5 (2025, subject to shareholder approval): Chairman annual cash retainer reduced to $225,000; annual RSU grant increased to ~$375,000; still no committee fees .
2024 realized director compensation (per proxy table):
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $255,000 | Annual Chairman cash retainer |
| Stock awards (RSUs) | $284,994 | Granted June 2024; 17,158 RSUs at $16.61/share; one-year cliff vest |
| Total | $539,994 | Sum of cash and stock grant-date fair values |
Additional fee schedules for non-Chair directors (context): Audit member $20,000/chair $40,000; HR & Comp member $15,000/chair $30,000; other standing committee member $10,000/chair $20,000; special/ad hoc member $20,000/chair $30,000; no meeting fees .
Performance Compensation
| Instrument | Grant Date | Units | Grant Date Fair Value | Vesting | Performance Metrics | Accelerated Vesting |
|---|---|---|---|---|---|---|
| RSUs (Chairman) | June 2024 | 17,158 | $284,994 | One-year cliff | None (time-based only) | Unvested awards vest at service end (except for removal due to fiduciary breach) |
| RSUs (Chairman – proposed 2025) | TBD (post-AGM) | — | ~$375,000 | One-year cliff | None disclosed | Per Proposal 5 terms |
Notes: Directors receive time-based RSUs; no performance-condition metrics are disclosed for non-employee director awards .
Other Directorships & Interlocks
- Current public company boards: None disclosed in the director biography; past public boards listed below .
| Company | Role | Tenure |
|---|---|---|
| NexImmune, Inc. | Chairman | 2019–2024 |
| Contrafect | Lead Independent Director | 2011–2023 |
| Cerecor, Inc. (formerly Aevi Genomic Medicine) | Director | 2020–2021 |
| Edge Therapeutics | Chairman | 2013–2019 |
| Aegerion Pharmaceuticals | Director | 2011–2016 |
| Amicus Therapeutics | Director | 2009–2017 |
| InspireMD | Chairman | 2011–2017 |
Expertise & Qualifications
- Extensive senior pharmaceutical leadership (including Celgene CEO/Chairman/Executive Chairman) and deep scientific background; brings broad knowledge of global pharma markets, regulatory regimes, and R&D .
- The Board’s leadership structure separates CEO and Chair; the Chair’s experience is cited as an “invaluable resource” for oversight and CEO partnership .
Equity Ownership
Holdings and alignment:
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 1, 2025) | 409,114 shares; <1% of outstanding |
| Shares outstanding reference | 1,146,959,855 (Apr 1, 2025) |
| Unvested RSUs held (Dec 31, 2024) | 17,158 RSUs |
Ownership policies:
- Director stock ownership guideline: 5x annual cash board fee (excluding committee fees); proposal to increase to 7x (subject to approval of Proposal 5) .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging Teva securities and from short sales or derivative transactions; policy persists until one year post-service .
- No dividends on unearned/ unvested awards .
Governance Assessment
- Board effectiveness: 100% attendance at Board and committee meetings in 2024; executive sessions at each regular meeting chaired by the independent Chairman support robust oversight and candid discussion without management present .
- Independence and leadership: Board confirms the Chairman (Dr. Barer) is independent; separation of Chair/CEO roles is maintained; 11 of 12 directors independent .
- Compensation alignment: 2024 Chairman mix combined cash retainer and time-based RSUs; Proposal 5 shifts mix toward equity (for non-employee directors overall, to 36% cash/64% equity) and raises director ownership guidelines to 7x cash retainer, signaling stronger alignment with shareholders .
- Conflicts/related party safeguards: Audit Committee (all independent) oversees related-party transactions; policy requires disclosure of personal interests and multi-level approvals for extraordinary transactions; no specific related-party transactions involving Dr. Barer are disclosed in the cited sections .
- Risk indicators and RED FLAGS:
- Immediate vesting of unvested director RSUs upon service completion (except removal for fiduciary breach) is permitted; while common, investors may scrutinize acceleration terms for alignment in contested circumstances .
- Chairman receives office and secretarial services; perquisite is disclosed and Board-approved .
- Positive mitigants: strict anti-hedging/anti-pledging policy, no meeting fees (reduces per-meeting incentives), and strong attendance/engagement led by the Chair .