Varda Shalev
About Varda Shalev
Prof. Varda Shalev, age 65, has served as an independent director of Teva since September 2023; she is Managing Partner at Team8 Health (since 2022) and a Full Professor of Epidemiology at Tel Aviv University’s School of Public Health . She earned an M.D. from Ben-Gurion University, a Master of Public Health Administration from Clark University, and completed a post-doctoral fellowship in Medical Informatics at Johns Hopkins University; her expertise spans primary care, epidemiology, medical informatics, digital health investing, and medical research .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maccabi Health Services | Senior executive roles; Head of Research & Innovation Institute | Various roles over two decades; most recently until 2020 | Led research/innovation in one of Israel’s largest HMOs |
| Alike.Health | Co-Founder and Advisory Board Member | 2020–2024 | Digital health advisory; product/clinical informatics expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BATM Advanced Communications Ltd. | Director | 2018–present | Current public board |
| Pluristem Therapeutics, Inc. | Director | 2021–2023 | Past public board |
| Novolog Pharma Up 1996 Ltd. | Director | 2022–2023 | Past public board |
Board Governance
- Independence and tenure: Independent director since 2023; the Board determined all directors except the CEO are independent .
- Committee memberships: Compliance (member) and Science & Technology (member); committee chairs are Janet S. Vergis (Compliance) and Dr. Perry D. Nisen (Science & Technology) .
- Attendance and engagement: In 2024, Board held 7 meetings; overall Board attendance 100%; each director attended 100% of the meetings of committees on which they served (Compliance: 4 meetings; Science & Technology: 5 meetings) .
- Risk oversight: Compliance Committee oversees legal/regulatory compliance, sustainability governance, and culture of integrity; Science & Technology oversees R&D strategy, IP risk, and scientific investments .
Fixed Compensation
| Component | 2019–2024 Policy | 2025 Policy (approved June 5, 2025) | Notes |
|---|---|---|---|
| Annual Board cash retainer (non-employee directors) | $130,000 | $100,000 | Cash retainer decreased in 2025 |
| Committee membership fees | Audit: $20,000; Chair $40,000 | Unchanged | HR & Comp: $15,000; Chair $30,000; other standing committees: $10,000; Chair $20,000 |
| Equity grant (RSUs) | $160,000 grant-date fair value; 1-year cliff vest | $250,000 grant-date fair value; 1-year cliff vest | RSUs granted at AGM or one week after blackout; pro-rata grants for mid-year appointees |
| Pay mix | ~51% cash / 49% equity | ~36% cash / 64% equity | Shift to align with peer median; equity weight increased |
| Ownership guidelines | 5x annual cash fee (excl. committee fees) | 7x annual cash fee (excl. committee fees), subject to Proposal 5 approval | Achieve within 6 years of appointment; updated multiple approved |
| Varda Shalev – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $50,000 | $150,000 |
| Stock awards ($) | $126,660 | $159,988 |
| Total ($) | $176,660 | $309,988 |
Performance Compensation
| RSU Grant Details | 2023 | 2024 |
|---|---|---|
| Grant date | September 2023 | June 2024 |
| RSUs granted (count) | 12,872 | 9,632 |
| Vesting | Vests one year from grant date | Vests one year from grant date |
| Accelerated vesting upon service completion (except removal for fiduciary breach) | Yes | Yes |
- 2025 equity structure: Each Eligible Director receives RSUs equal to ~$250,000 fair value on the AGM grant date; one-year vest, with pro-rata formula for mid-year appointees .
Other Directorships & Interlocks
- Current and past public boards are listed above; no disclosed shared directorships with Teva competitors/suppliers/customers that create interlocks for Shalev in the proxy .
- Related-party exposure: 2025 proxy discloses a related-party research agreement with a Tel Aviv University lab supervised by Prof. Ronit Satchi-Fainaro; no transactions disclosed involving Prof. Shalev. Related party transactions require Audit Committee and Board approvals per Israeli law and Teva policy .
Expertise & Qualifications
- Board bio highlights over 30 years of hands-on experience in primary care, epidemiology, medical informatics, digital health investing, and medical research—providing healthcare technology and innovation insights to the Board .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Prof. Varda Shalev | 12,872 | <1% | As of April 1, 2025; 1,146,959,855 shares outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 9,632 | — | From June 2024 grant; one-year vest |
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging Teva securities; policy includes regular blackout periods and pre-clearance requirements .
- Ownership guidelines: Directors must attain 5x annual cash fee within six years and, post-approval of Proposal 5, 7x multiple; compliance tracked periodically by HR & Compensation Committee .
Governance Assessment
- Board effectiveness and engagement: Shalev’s committee roles are aligned with her scientific and informatics background; 100% attendance in 2024 indicates strong engagement and reliability—positive for investor confidence .
- Alignment and pay structure: 2025 shift toward equity (64% equity / 36% cash) and increased ownership guidelines strengthens alignment; RSUs are time-based (no performance-linked director equity), which is standard market practice and was strongly approved by shareholders (Proposal 5A: 773.8M For vs. 27.1M Against) .
- Independence and conflicts: Independent status with robust related-party review mechanisms; no related-party transactions disclosed for Shalev. Anti-hedging/pledging policies reduce misalignment risk—no red flags observed from filings .
- Shareholder signals: Say-on-pay support remains high (2024: 571.8M For vs. 120.6M Against; 2025: 688.8M For vs. 99.2M Against), and director compensation amendments passed by wide margins—supportive governance sentiment .
Potential RED FLAGS to monitor:
- Ownership guideline ramp: With the guideline increased to 7x retainer, directors appointed recently (e.g., 2023) will require time to reach new thresholds; tracking progress helps assess alignment over time .
- External affiliations: Given roles in health-tech investing (Team8 Health) and academia, monitor any prospective transactions with entities connected to Shalev for related-party review, though none are disclosed to date .