Tal Zaks
About Tal Zaks
Dr. Tal Zaks, M.D., Ph.D., is an independent director at Teva, serving since 2021. He is 59, holds both M.D. and Ph.D. degrees from Ben-Gurion University, completed postdoctoral research at the U.S. National Cancer Institute, trained in internal medicine at Temple University Hospital, and completed a medical oncology fellowship at the University of Pennsylvania; he has served as adjunct Associate Professor at UPenn since 2004 and at Tufts Medical Center since 2017 . His executive background includes Chief Medical Officer at Moderna (2015–Sep 2021), senior development roles at Sanofi (2010–2015), and prior clinical research leadership at Cephalon and GSK, providing strong expertise in biopharmaceutical development and science .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moderna, Inc. | Chief Medical Officer | 2015–Sep 2021 | Executive leadership in biopharma development; scientific and product development perspective |
| Sanofi | Senior VP, Head of Global Oncology; other senior development roles | 2010–2015 | Oncology development leadership; global pharma execution |
| Cephalon | VP, Clinical Research, Oncology | 2008–2010 | Clinical research leadership |
| GlaxoSmithKline | Director, Clinical Development & Translational Medicine | 2004–2008 | Clinical development and translational medicine |
| National Cancer Institute (U.S.) | Postdoctoral Fellow | 1996–1999 | Academic research training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed Advisors LLC | Partner | Nov 2021–present | Healthcare investment leadership |
| Exsilio | Interim Chief Executive Officer | 2024 | Interim operational leadership |
| University of Pennsylvania | Adjunct Associate Professor of Medicine | 2004–present | Academic engagement |
| Tufts Medical Center | Adjunct Associate Professor of Medicine | 2017–present | Academic engagement |
| Adaptimmune Therapeutics plc | Director (past public company board) | 2016–2023 | Board service at public biotech |
Board Governance
- Independence: Teva’s Board determined all directors other than the CEO are independent; Zaks is independent under NYSE rules .
- Committees: Audit; Finance & Investment; Science & Technology . Not listed as chair on these committees; Audit chaired by Gerald M. Lieberman; Science & Technology chaired by Dr. Perry D. Nisen; Compliance chaired by Janet S. Vergis .
- Attendance: In 2024, Board met 7 times with a 100% attendance rate; committee attendance rate was 100% across all standing committees .
- Election term: Re-elected June 5, 2025 to serve until Teva’s 2028 AGM; votes “For” 653,460,760; “Against” 136,254,343; “Abstain” 13,100,531; broker non-votes 61,943,377 .
- Audit Committee remit includes oversight of related-party transactions, financial reporting, internal controls, cybersecurity risk, and auditor oversight; all Audit Committee members are independent .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 170,000 | 159,988 | 329,988 |
Director fee schedule (approved June 5, 2025):
- Annual cash retainer for non-employee directors decreased from $130,000 to $100,000 ; Proposal 5A approved by shareholders (For 773,824,912; Against 27,111,172; Abstain 1,878,351) .
- Committee membership fees per annum: Audit member $20,000 ($40,000 chair); HR & Compensation member $15,000 ($30,000 chair); special/ad-hoc committee member $20,000 ($30,000 chair); other standing committees member $10,000 ($20,000 chair) .
Performance Compensation
| Grant | Instrument | Grant Value/Units | Vesting | Other Terms |
|---|---|---|---|---|
| Annual director grant (legacy 2024) | RSUs | 9,632 RSUs (grant-date fair value $160,000) | One-year cliff vesting | Unvested director awards vest immediately upon completion/termination of service other than removal for breach |
| Annual director grant (post-2025) | RSUs | $250,000 grant-date fair value (shares calculated at closing price on date of grant; rounded to whole shares) | Full vest on first anniversary | Pro rata RSUs for mid-year appointees; immediate vesting upon termination as above |
Director awards are time-based; no performance metrics (PSUs/TSR/financial targets) are used for non-employee director compensation grants .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks |
|---|---|---|
| Adaptimmune Therapeutics plc (past) | Director (2016–2023) | No TEVA-related interlocks disclosed |
| OrbiMed Advisors LLC | Partner | Potential conflict risk exists if OrbiMed-affiliated entities transact with Teva; Teva’s Related Party Transactions Policy requires Audit Committee determination/approval for such transactions |
Expertise & Qualifications
- Medical/scientific credentials: M.D./Ph.D.; oncology fellowship; extensive biopharma development and clinical research leadership .
- Board skills: Scientific/medical research; pharmaceutical industry expertise; supports oversight of R&D and product development strategy .
- Committee alignment: Service on Science & Technology aligns with scientific expertise; Audit membership supports risk and oversight experience .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | % of Outstanding | Unvested RSUs (12/31/2024) |
|---|---|---|---|
| Tal Zaks | 49,140 | <1% (based on 1,146,959,855 shares outstanding) | 9,632 |
- Director Stock Ownership Guidelines: Increased from 5x to 7x the annual cash retainer (excluding committee fees) subject to shareholder approval; Proposal 5A approved June 5, 2025 .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging Teva securities, including RSUs and ADSs .
Governance Assessment
- Strengths:
- Independent status, 100% attendance, and multi-committee engagement (Audit, Finance & Investment, Science & Technology) support board effectiveness .
- Deep pharma R&D and clinical leadership enhances Science & Technology oversight in pipeline strategy and risk management .
- Shareholder confidence: strong re-election vote totals for Zaks; say-on-pay and director compensation proposals passed with wide margins .
- Increased equity weight and higher ownership multiple (7x) improve alignment with shareholder interests .
- Robust policies: Audit Committee oversight of related-party transactions and cybersecurity; prohibition on hedging/pledging .
- Watchpoints / potential conflicts:
- OrbiMed partnership could pose related-party or conflict-of-interest risks if OrbiMed-affiliated entities engage with Teva; such transactions must be screened, and where “extraordinary,” approved by Audit Committee/Board and possibly shareholders under Teva’s policy .
- Immediate vesting of unvested director RSUs upon termination (other than removal for breach) is standard but dilutes retention leverage; monitor for cumulative equity acceleration if board refresh increases .
- A related-party research transaction with a different director’s lab (Prof. Satchi-Fainaro) demonstrates active oversight and approval process; maintain scrutiny for any future director-linked engagements .
Director Compensation (Context and Mix)
| Element | 2024 Practice | 2025 Approved Change |
|---|---|---|
| Cash retainer | $130,000 annual cash retainer (legacy framework) | Reduced to $100,000 to increase equity weighting |
| Equity grant | $160,000 annual RSU grant; one-year cliff vest | Increased to $250,000 in RSUs; one-year vest; pro-rata for mid-year appointees |
| Committee fees | Audit member $20k; chair $40k; HR member $15k; chair $30k; ad-hoc member $20k; chair $30k; other standing committee member $10k; chair $20k | Unchanged |
| Ownership guidelines | 5x annual cash retainer (excluding committee fees) to be achieved within designated timeframe | Increased to 7x annual cash retainer (excluding committee fees) |
Say-on-Pay & Shareholder Feedback
| Proposal (June 5, 2025) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| NEO Say-on-Pay (Advisory) | 688,836,027 | 99,207,637 | 14,771,995 | 61,943,377 |
| Director Compensation (5A) | 773,824,912 | 27,111,172 | 1,878,351 | 61,943,377 |
| Chairman Compensation (5B) | 772,020,910 | 29,129,637 | 1,665,087 | 61,943,377 |
| Amended Compensation Policy (Execs & Directors) | Total For 710,166,047; Against 90,789,456; Abstain 1,860,153 |
Strong approvals signal investor support for compensation framework shifts emphasizing equity alignment .
Related Party Transactions & Policies
- Policy requires prompt disclosure of personal interests by office holders (including directors), Audit Committee determination on “extraordinary transactions,” and approvals up to shareholders where applicable; the policy generally limits commitments >3 years without review/renegotiation .
- Example disclosed: Teva’s $337,000 service research agreement with Ramot at Tel Aviv University supervised by Prof. Ronit Satchi-Fainaro (director) was reviewed and approved per policy; future extensions will be reviewed accordingly .
Equity Ownership & Alignment Details
| Detail | Value |
|---|---|
| Beneficial ownership (Tal Zaks) | 49,140 shares; <1% of 1,146,959,855 shares outstanding |
| Unvested director RSUs (as of 12/31/2024) | 9,632 |
| Hedging/Pledging policy | Directors prohibited from hedging, shorting, or pledging Teva securities |
Governance Summary
- Effective oversight indicators: independence, perfect attendance, and committee roles align with Zaks’s scientific and development expertise .
- Alignment improvements: larger RSU grants, reduced cash retainer, stricter ownership guidelines (7x) .
- Risk controls: Audit Committee oversight of related parties and cybersecurity; policy guardrails on hedging/pledging .
- Investor sentiment: strong re-election support and approvals of compensation proposals .