UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Mr. Eric Drapé, Executive Vice President, Global Operations
Mr. Eric Drapé, Executive Vice President, Global Operations, will be leaving Teva Pharmaceutical Industries Ltd. (“Teva” or the “Company”). Mr. Drapé will remain in his role until June 3, 2024.
Appointment of Mr. Matthew Shields, Executive Vice President, Global Operations
Mr. Matthew Shields has been appointed as Executive Vice President, Global Operations of Teva and a member of Teva Executive Management, effective June 3, 2024. Mr. Shields will be based out of Teva’s U.S. headquarters.
Mr. Shields, age 50, is a manufacturing and supply chain leader with more than 25 years of experience in the biopharmaceuticals and animal health industries. Prior to joining Teva, Mr. Shields was the Senior Vice President for Manufacturing at Merck Animal Health (known as MSD Animal Health outside of the United States and Canada), which he joined in 2020. Prior to his time at Merck Animal Health, Mr. Shields was a senior leader at Sanofi from 2017 to 2020, first serving as Head of Engineering and Operational Excellence for Sanofi’s Biologics organization from 2017, and later serving as Global Head of Sanofi’s Specialty Care Manufacturing organization from 2017 to 2020, during which time he also oversaw the commissioning and startup of Sanofi’s first digitally enabled continuous manufacturing facility. From 2000 to 2017, Mr. Shields served at Amgen, holding a series of increasingly senior leadership roles, including Head of Global Raw Material Supplier Relationships, Executive Director and Plant Manager in Singapore, and Executive Director of Manufacturing. Mr. Shields received his undergraduate degree in Chemical Engineering and Materials Science Engineering from the University of Connecticut and a Master of Business Administration from Bryant University in Rhode Island. He currently serves on the board of the National Association of Manufacturers.
Mr. Shields will serve as Executive Vice President, Global Operations of Teva with an initial base salary of $825,000, with eligibility to be considered for an annual cash incentive with a target amount equal to 100% of Mr. Shields’s annual base salary, and for equity-based awards under the Company’s equity compensation plan. Mr. Shields is eligible to participate in employee benefit plans, including medical, disability, dental, life, 401(k) plan, deferred compensation and other programs. Mr. Shields will also receive a sign-on cash award of $200,000 and certain relocation benefits.
Upon termination by Teva (except for cases of gross or willful misconduct by Mr. Shields), Mr. Shields will be entitled to receive cash severance which equals to the product of nine times his monthly base salary and payment of certain costs associated with continued medical insurance for 18 months. Mr. Shields will also be entitled to receive an indemnity, in compensation of his undertaking not to compete with the Company for nine months following termination, paid on a monthly basis during these nine months, for a total amount which equals to nine times his monthly base salary. In the additional event that his employment is terminated by Teva, except for cases of gross or willful misconduct of Mr. Shields, within one year following certain change of control transactions and as a result thereof, Mr. Shields will be entitled to an additional lump sum cash payment of $1.5 million.
Mr. Shields does not have any family relationships with any of the Company’s directors or executive officers and is not party to any transactions required to be disclosed under Item 404(a) of Regulation S-K.
| ITEM 7.01 | Regulation FD Disclosure |
On May 15, 2024, Teva issued a press release announcing that Mr. Matthew Shields will be appointed as Executive Vice President, Global Operations. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished to the Securities and Exchange Commission (the “Commission”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description of Document | |
| 99.1 | Press release of the Company issued on May 15, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEVA PHARMACEUTICAL INDUSTRIES LIMITED | ||||||
| Date: May 15, 2024 | By: | /s/ Eli Kalif | ||||
| Name: | Eli Kalif | |||||
| Title: | Executive Vice President, Chief Financial Officer | |||||
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