DEF 14A of NovoCure Ltd
Filed Apr 21, 2025 · FY20240001645113-25-000005
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Articles of Association (“Articles”) provide that our Board may consist of between two (2) and thirteen (13) directors, as determined by our Board from time to time. As of the date of the meeting, our Board will have eleven (11) members. Effective from their appointment at the Annual Meeting, directors serve one year terms expiring at the next annual general meeting of shareholders. Each director will hold office until his or her successor has been elected and qualified, or until such director’s earlier death, resignation or removal as provided for in our Articles. If a vacancy arises on our Board during the term of a director’s appointment as a result of death, resignation or removal, then a majority of our directors then in office (acting upon the recommendation of our independent directors or a committee thereof) shall have the power at any time and from time to time to appoint any person to be a director as a replacement to fill the vacancy and such person will serve for the remainder of the term of the director he or she has replaced. Each person nominated for election at the Annual Meeting has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as our Board may propose. The following table sets forth, for our director nominees, information with respect to their ages, independence, and length of service on our Board:
ELECTION OF DIRECTORS
| Name | Age | Independent | Director Since | | Ashley Cordova | 46 | No | - | | Asaf Danziger | 58 | No | 2012 | | William Doyle | 62 | No | 2004 | | Jeryl Hilleman | 67 | Yes | 2018 | | David Hung | 67 | Yes | 2018 | | Kinyip Gabriel Leung | 63 | Yes | 2011 | | Martin Madden | 64 | Yes | 2017 | | Allyson Ocean | 53 | Yes | 2023 | | Timothy Scannell | 60 | Yes | 2021 | | Kristin Stafford | 43 | Yes | 2023 | | William Vernon | 69 | Yes | 2006 |
ELECTION OF DIRECTORS
| Nominees for Election to a One-Year Term Expiring at the 2026 Annual General Meeting of Shareholders |
ELECTION OF DIRECTORS
| Ashley Cordova |
ELECTION OF DIRECTORS
Experience: Ms. Cordova has been our Chief Executive Officer since January 1, 2025. From September 2020 to December 2024, Ms. Cordova served as our Chief Financial Officer and from October 2018 to August 2020, she served as our Senior Vice President, Finance and Investor Relations. Ms. Cordova joined us in June 2014 as Director of Global Treasury. In March 2015, she became our Senior Director, Investor Relations and Global Treasury, and in July 2016, she became our Vice President, Finance and Investor Relations. Prior to joining us, Ms. Cordova served in various financial roles at Zoetis Inc. from 2012 to 2014 and Pfizer Inc. from 2005 to 2012. Ms. Cordova graduated with a bachelor’s degree in Music and Business from Furman University, and earned her International Master of Business Administration from the University of South Carolina. Education: B.A. in Music and Business from Furman University and earned her International Master of Business Administration from the University of South Carolina. Other Public Company Directorships: None. We believe that Ms. Cordova is qualified to serve on our Board due to her service as our Chief Executive Officer and Chief Financial Officer and her extensive knowledge of our Company and industry.
ELECTION OF DIRECTORS
| Asaf Danziger |
ELECTION OF DIRECTORS
Experience: Mr. Danziger has been our Senior Advisor to the Chief Executive Officer of Novocure since January 1, 2025 and served as our Chief Executive Officer from 2002 to 2024. From 1998 to 2002, Mr. Danziger was CEO of Cybro Medical, a subsidiary of Imagyn Medical Technologies, Inc., a medical products company. Education: B.Sc. in Material Engineering, Ben Gurion University of the Negev, Israel. Other Public Company Directorships: None. We believe that Mr. Danziger is qualified to serve on our Board due to his service as our prior Chief Executive Officer and his extensive knowledge of our Company and industry.
ELECTION OF DIRECTORS
| William Doyle |
ELECTION OF DIRECTORS
Experience: Mr. Doyle has served as our Executive Chairman since 2016, as Chairman of the Board since 2009 and as a member of our Board of Directors since 2004. From 2002 to 2018, Mr. Doyle was the managing director of WFD Ventures LLC, a private venture capital firm he co-founded. Prior to 2002, Mr. Doyle was a member of Johnson & Johnson’s Medical Devices and Diagnostics Group Operating Committee and was Vice President, Licensing and Acquisitions. While at Johnson & Johnson, Mr. Doyle was also chairman of the Medical Devices Research and Development Council, and Worldwide President of Biosense-Webster, Inc. and a member of the board of directors of Cordis Corporation and Johnson & Johnson Development Corporation, Johnson & Johnson’s venture capital subsidiary. Earlier in his career, Mr. Doyle was a management consultant in the healthcare group of McKinsey & Company. Mr. Doyle is also a member of the Governing Board of the Pershing Square Sohn Cancer Research Alliance. From 2014 to 2016 he was a member of the investment team at Pershing Square Capital Management L.P., a private investment firm and from November 2016 to January 2021, Mr. Doyle served as the Executive Chairman of BlinkHealth LLC. Education: S.B. in Materials Science and Engineering, Massachusetts Institute of Technology; M.B.A., Harvard Business School. Other Public Company Directorships: Director of ProKidney Corp. since 2022. Formerly a director of Elanco Animal Health, Inc. from 2020 to 2025, Minerva Neurosciences, Inc. from 2017 to 2023, OptiNose, Inc. from 2004 to 2020 and Zoetis, Inc. from 2015 to 2016. We believe Mr. Doyle is qualified to serve on our Board due to his business and investment experience and his extensive knowledge of our Company and our industry. Mr. Doyle is a recognized expert in medical devices commercialization with over 20 years’ experience in the advanced technology and healthcare industries as an entrepreneur, executive, management consultant and investor.
ELECTION OF DIRECTORS
| Jeryl Hilleman |
ELECTION OF DIRECTORS
Experience: Ms. Hilleman retired from Intersect ENT, Inc., a medical device company, where she served as Chief Financial Officer from June 2014 to December 2019. Prior to joining Intersect ENT, Ms. Hilleman served as Chief Financial Officer of several public life sciences companies including Ocera Therapeutics, Inc. from 2013 to 2014, Amyris, Inc., from 2008 to 2012, and Symyx Technologies, Inc. from 1997 to 2007. Education: A.B. in History, Brown University; M.B.A., Wharton Graduate School of Business. Other Public Company Directorships: Director of HilleVax since 2020 (HilleVax became public in 2022), director of Cutera, Inc. since July 2024 and director of SI-Bone, Inc. since 2019. Formerly a director of Talis Biomedical from 2021 to 2022, Minerva Neurosciences, Inc. from 2018 to 2024 and of Xenoport, Inc., a biopharmaceutical company, from 2005 until it was acquired in 2016. We believe that Ms. Hilleman is qualified to serve on our Board due to her business and accounting experience serving as an executive and director of several biotechnology and oncology companies.
ELECTION OF DIRECTORS
| David Hung |
ELECTION OF DIRECTORS
Experience: Dr. Hung is the founder, President, Chief Executive Officer and Director of Nuvation Bio Inc., a biotech company, since April 2018. Dr. Hung was previously Chief Executive Officer and a Director of Axovant Sciences, Inc., a biopharmaceutical company, from April 2017 to February 2018. As a founder of Medivation Inc. (“Medivation”), a biopharmaceutical company, he served as President, Chief Executive Officer and a Director of Medivation from 2004 to 2016. From 1998 until 2001, Dr. Hung was employed by ProDuct Health, Inc., a privately held medical device company, as Chief Scientific Officer from 1998 to 1999 and as President and Chief Executive Officer and Director from 1999 to 2001. Education: A.B. in Biology, Harvard College; M.D., University of California, San Francisco, School of Medicine. Other Public Company Directorships: Director of Nuvation Bio Inc. since 2019. Formerly a director of ARYA Sciences Acquisition Corp. from 2018 to 2021, of Establishment Labs Holdings Inc. from 2016 to 2021, of Axovant Sciences, Inc. from 2017 to 2018, and of Medivation from 2004 to 2016. We believe that Dr. Hung is qualified to serve on our Board due to his business leadership experience, his medical background and his experience as an executive in our industry and as the Chief Executive Officer of both clinical and commercial stage pharmaceutical companies.
ELECTION OF DIRECTORS
| Kinyip Gabriel Leung |
ELECTION OF DIRECTORS
Experience: Mr. Leung was the Vice Chairman of our Board and an employee of Novocure from 2011 to 2016, coordinating Novocure’s global commercial operations. From 2003 to 2010, he worked for OSI Pharmaceuticals, Inc. (“OSI”), a specialty pharmaceutical company, prior to its acquisition by Astellas Pharma Inc., last serving as Executive Vice President of OSI and the President of OSI’s Oncology and Diabetes Business. Prior to his tenure at OSI, from 1999 to 2003, Mr. Leung served as Group Vice President of the Global Prescription Business at Pharmacia Corporation, a global pharmaceutical and healthcare company. From 1991 to 1999, Mr. Leung was an executive at Bristol-Myers Squibb Company, a global pharmaceutical and healthcare company. Education: B.S. with High Honors, University of Texas at Austin; M.S. in Pharmacy, University of Wisconsin-Madison. Other Public Company Directorships: Formerly a director of Pernix Therapeutics Holdings, Inc. from 2016 to 2019, Albany Molecular Research Inc. from 2010 to 2016 and Delcath Systems, Inc. from 2011 to 2014. We believe that Mr. Leung is qualified to serve on our Board due to his extensive knowledge of our business as a former employee of Novocure and his experience in our industry, including global management. Specifically, Mr. Leung was responsible for the launch of erlotinib (Tarceva), a chemotherapy drug for non-small cell lung cancer, while at OSI. While at Pharmacia Corporation, Mr. Leung led its oncology franchise with business and medical affairs operations in over 80 countries. At Bristol-Myers Squibb, he oversaw the growth of chemotherapy drugs Taxol and Paraplatin.
ELECTION OF DIRECTORS
| Martin Madden |
ELECTION OF DIRECTORS
Experience: Mr. Madden retired after a 30-year career at Johnson & Johnson (1986 to January 2017), where he served as Vice President Research and Development of DePuy-Synthes and Vice President Medical Device R&D transformation from February 2016 to January 2017, as Vice President New Product Development, Medical Devices from July 2015 to February 2016, and as Vice president R&D Global Surgery Group from January 2012 to July 2015. Earlier in his career, Mr. Madden was a medical device engineer and innovator, and a leader of cross-functional teams charged with incubating, developing, and launching new products. Education: M.B.A., Columbia University; M.S. Mechanical Engineering, Carnegie-Mellon University; B.S. in Mechanical Engineering, University of Dayton. Other Public Company Directorships: Director of Microbot Medical Inc. since 2017. Formerly a director of TSO3, Inc. (acquired by Stryker Corporation) (2018 to 2019). We believe that Mr. Madden is qualified to serve on our Board due to his extensive experience with and his status as a world leader in medical device innovation and new product development. During his thirty year tenure with Johnson & Johnson’s medical device organization, Mr. Madden was an innovator and research leader for nearly every medical device business including cardiology, electrophysiology, peripheral vascular surgery, general and colorectal surgery, aesthetics, orthopaedics, sports medicine, spine, and trauma. As an executive and a vice president of Johnson & Johnson, Mr. Madden served on the management boards of Johnson & Johnson’s Global Surgery Group, Ethicon, Ethicon Endo-Surgery, DePuy-Synthes, and Cordis, with responsibility for research and development – inclusive of organic and licensed/acquired technology. He was also chairman of Johnson & Johnson’s Medical Device Research Council, with responsibility for talent strategy and technology acceleration.
ELECTION OF DIRECTORS
| Allyson Ocean, M.D. |
ELECTION OF DIRECTORS
Experience: Dr. Ocean was elected to our Board in February 2023. Dr. Ocean is currently a Professor of Clinical Medicine at the Weill Medical College of Cornell University, where she has held various positions since 2004. Dr. Ocean also currently serves as a medical oncologist and attending physician in gastrointestinal oncology at NewYork-Presbyterian Hospital/Weill Cornell Medical Center, as well as a medical oncologist at The Jay Monahan Center for Gastrointestinal Health. Education: Tufts University, B.S. and M.D. Other Public Company Directorships: None. We believe that Dr. Ocean is qualified to serve on our Board because she is an internationally recognized academic gastrointestinal medical oncologist, specializing in translational and clinical research, development of novel therapeutics, and patient advocacy. Dr. Ocean is co-founder and Scientific Advisory Board Chair of Let’s Win Pancreatic Cancer, an award-winning non-profit organization missioned to increase access to treatment options and clinical trials for patients with pancreatic cancer. Additionally, Dr. Ocean serves on several scientific advisory boards, from which she brings extensive knowledge from both the clinical and patient experience perspective.
ELECTION OF DIRECTORS
| Timothy Scannell |
ELECTION OF DIRECTORS
Experience: Mr. Scannell was elected to our Board in February 2021. He recently retired after 32 years of service at Stryker Corporation. At Stryker, Mr. Scannell served as President and Chief Operating Officer from 2018 to 2021. Prior to this position, he served as group president of MedSurg and Neurotechnology from 2008 to 2018 and previously served as vice president/general manager of Stryker Biotech and president of Stryker Spine. Education: University of Notre Dame, B.A. and M.B.A. in Business Administration. Other Public Company Directorships: Director since 2014 and Chairman of the Board since 2019 of Insulet Corporation and director of Masimo Corporation since 2024. Formerly a director of Renalytix plc from March 2022 to October 2023, of Molekule, Inc. from 2022 to March 2024 and of Exact Sciences Corporation from October 2023 to June 2024. We believe Mr. Scannell is qualified to serve on our Board due to his extensive business experience in our industry and as an executive leading a high-growth med-tech public company.
ELECTION OF DIRECTORS
| Kristin Stafford |
ELECTION OF DIRECTORS
Experience: Ms. Stafford was elected to our Board in March 2023. Ms. Stafford is currently Senior Vice President, Chief Accounting Officer for Royalty Pharma plc, a position she has held since December 2018. Prior to this position, she served as Vice President, Finance of Royalty Pharma and Chief Financial Officer of BioPharma Credit plc, an affiliate of Royal Pharma, from 2016 to 2018. Ms. Stafford is a Certified Public Accountant and holds a bachelor of science degree in business administration from Sonoma State University. Education: Sonoma State University, B.S. in Business Administration. Other Public Company Directorships: None. We believe that Ms. Stafford is qualified to serve on our Board because of her extensive financial expertise as a senior executive in the pharmaceutical industry and her earlier background as an accounting professional in other industries, including as a company controller and as an independent auditor.
ELECTION OF DIRECTORS
| William Vernon |
ELECTION OF DIRECTORS
Experience: Mr. Vernon has served as our Lead Independent Director since May 2016. Mr. Vernon served as the Chief Executive Officer of Kraft Foods Group, Inc., a food products company, from 2012 to 2014 and also served as its Senior Advisor through May 2015. From 2009 to 2011, Mr. Vernon served as the President of Kraft Foods North America and an Executive Vice President of Kraft Foods. From 2006 to 2009, Mr. Vernon served as the healthcare industry partner for Ripplewood Holdings, a private equity firm. From 1982 to 2006, Mr. Vernon held various roles at Johnson & Johnson. He served as company Group Chairman of DePuy Orthopaedics, a provider of orthopedic products and services, from 2004 to 2005, President of Centocor, a biotechnology company, from 2001 to 2004, President of McNeil Consumer Pharmaceuticals and Nutritionals, Worldwide, an OTC and nutritional products company, from 1999 to 2001 and President of The Johnson & Johnson-Merck Joint Venture, an OTC remedies company, from 1995 to 1999. Education: B.A. in History, Lawrence University; M.B.A., Northwestern University’s Kellogg School of Management. Other Public Company Directorships: Director of Nuvation Bio Inc. since 2021 and director of McCormick & Company since 2017. Formerly a director of Intersect ENT Inc., a healthcare equipment company, from 2015 to 2021, a director of The White Wave Foods Company, a food products company, from 2016 to 2017, a director of Axovant Sciences from 2017 to 2018, a director of Medivation, Inc., from 2006 to 2016, and a director of the Kraft Foods Group from 2012 to 2015. We believe Mr. Vernon is qualified to serve on our Board due to his business and investment experience as an executive in our industry and as the former Chief Executive Officer of a global Fortune 500 company, with particular expertise in marketing.
AUDIT COMMITTEE
| 2024 DIRECTOR COMPENSATION |
AUDIT COMMITTEE
| Director Compensation Program |
AUDIT COMMITTEE
| Equity Compensation |
AUDIT COMMITTEE
| 2024 Director Compensation Table |
AUDIT COMMITTEE
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2)(3) | Option awards ($)(2)(3) | All other compensation ($) | Total ($) | | William Doyle (4) | — | — | — | 1,418,582 | 1,418,582 | | Jeryl Hilleman | 80,000 | 93,745 | 93,834 | — | 267,579 | | David Hung | 63,000 | 93,745 | 93,834 | — | 250,579 | | Kinyip Gabriel Leung | 68,000 | 93,745 | 93,834 | — | 255,579 | | Martin Madden | 80,000 | 93,745 | 93,834 | — | 267,579 | | Allyson Ocean | 62,000 | 93,745 | 93,834 | | 249,579 | | Timothy Scannell | 70,000 | 93,745 | 93,834 | — | 257,579 | | Kristin Stafford | 65,000 | 93,745 | 93,834 | | 252,579 | | William Vernon | 110,000 | 93,745 | 93,834 | — | 297,579 |
Created shareholder value by building a profitable business
| WHAT WE DON'T DO | | No share option repricing - Our equity plan does not permit repricing of underwater share options without shareholder approvalX | | No excessive perks - Our perquisites are limited to those with business-related rationale or customary in the competitive marketX | | No gross-ups in the event of a change in control - We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefitsX | | No special health or welfare benefits - Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other full-time employees. Executives do not have access to special benefits programsX |
Created shareholder value by building a profitable business
At our 2024 Annual Meeting, our shareholders expressed support for our executive compensation program, with 98.2% of the votes cast (excluding abstentions and broker non-votes) voting in favor of the compensation of our NEOs as disclosed in the 2024 proxy statement. The Compensation Committee considered this result to illustrate strong support of the Company's NEO compensation philosophy and practices. Although our compensation program was overwhelmingly approved, the Compensation Committee considers ongoing shareholder feedback a valuable tool in determining and evaluating our executive compensation practices. In 2024, as part of our ongoing shareholder outreach efforts, we contacted shareholders comprising approximately 56% of total ownership of our Ordinary Shares and engaged in discussion with each of those shareholders who expressed an interest in meeting with us. The Chair of our Compensation Committee (who is also our Lead Director) and the former Chair of our Nominating and Corporate Governance Committee were made available to these shareholders if they wished to include them in these discussions. Our Chief Human Resources Officer and General Counsel led the discussions, with members of our legal and corporate responsibility teams also participating. The opinions of our shareholders are important to us and we are committed to taking investor feedback into account when designing our executive compensation programs. A common theme we have heard from our investors is that a focus on long-term performance-based equity awards is desirable, along with awards that are aligned to delivering long-term total shareholder return. In keeping with our commitment to consider the feedback we receive through these shareholder discussions and in consultation with our independent executive compensation consultant (see below), our long-term incentive program continues to include time-based restricted share units ("RSUs") with three-year vesting, share options with four year vesting, and performance-based share units with at least a three-year measurement period as a meaningful part of our NEO annual equity award allocations. We implemented this equity program for our NEOs in response to feedback from key investors and we continue to maintain the design in order to align our long-term pay incentives with our shareholders' interests. In prior years, shareholders expressed their opposition to the annual 4% automatic increase in share availability that was included in our 2015 Omnibus Incentive Plan, which was adopted prior to our initial public offering and set to expire in 2025. The Compensation Committee and our management took this feedback under advisement and in response removed the automatic increase from our 2024 Omnibus Incentive Plan, which replaced the 2015 Omnibus Incentive Plan and was approved by our shareholders at the 2024 Annual General Meeting of Shareholders. The Compensation Committee will continue to consider shareholder input as well as the results of our say-on-pay votes when making future compensation decisions for our NEOs. We expect to continue our shareholder engagement efforts through further direct outreach to large institutional shareholders, as well as through regular investor relations channels, such as investor road shows, analyst meetings and other conferences and meetings, and welcome any feedback from shareholders throughout the year.
CEO All Other NEOs
CEO All Other NEOs As described below in "Long-Term Incentives - 2020 Performance Awards to CEO and Executive Chairman" (beginning on page 50), Mr. Danziger did not receive any equity awards in 2024. In March 2020, the Committee granted Messrs. Doyle and Danziger performance-based restricted share units ("PSUs") to further align their interests with the interests of shareholders by rewarding them for attainment of critical clinical and FDA achievements and share price performance. The awards consist of target shares and outperformance shares. The PSU award was granted in lieu of any future annual equity awards during the performance period.
CEO All Other NEOs
We have designed our executive compensation program to attract, retain and motivate superior executive talent by providing compensation, in the aggregate, that we believe is reasonable and competitive. We provide our executives with incentives that we believe will both reward the achievement of performance goals that directly correlate to the enhancement of shareholder and stakeholder value and facilitate executive retention. We strive to align our executives’ interests with those of shareholders through long-term incentives, with a portion linked to specific performance metrics. Because we know of no precedent for our business model and cancer therapy, we believe it is vital to our current and future success, and to the continued creation of value for our shareholders, that we retain our experienced leadership team with a proven track record of innovation and success. Our Compensation Committee’s annual compensation review for 2024 included an analysis of data, comparing the Company’s executive and director compensation levels and practices against a peer group of similarly-sized medical device and biopharmaceuticals companies. Frederic W. Cook & Co., Inc. ("FW Cook") provided our Compensation Committee with advice, counsel and recommendations with respect to the composition of the peer group and competitive data used for assessing our compensation program. Our Compensation Committee used this and other information provided by FW Cook to reach an independent recommendation regarding compensation to be paid to our Executive Chairman, CEO, directors and other executives. Our Compensation Committee’s final recommendation was then given to the independent directors of our Board for review and final approval. Our Compensation Committee reviewed the companies included in the prior year’s peer group of publicly-traded companies with respect to revenue, market capitalization and research and development expense, each as compared to the same metrics for the Company, and determined that no adjustments were necessary for 2024, except for companies that were included in 2023 but were acquired in 2024. The peer group of publicly-traded companies set forth below was used to analyze 2024 executive compensation:
CEO All Other NEOs
| Compensation Consultant |
CEO All Other NEOs
| Annual Incentives |
CEO All Other NEOs
In general, the annual incentives, including the cash bonus opportunities of each executive officer, are determined by the achievement of pre-determined targets and personal objectives. Under their respective employment agreements, the NEOs have pre-established target bonus amounts (expressed as a percentage of base salary) payable at the discretion of our Board and Compensation Committee based on actual performance. Our Board-approved annual incentive plan targets for 2024 were tied to our corporate objectives, which are described below. These targets were intended to incentivize the achievement of our strategic operating plan and were designed to be attainable with strong coordinated performance by management. The achievement of each target is based on the Compensation Committee’s assessment of performance, ranging from 0% to 200%, which the Compensation Committee may adjust in its discretion under appropriate circumstances. Each target is also weighted. The cumulative payout is determined by aggregating the weighted scores, which can then be modified up or down by up to 20% if the Compensation Committee determines that other corporate achievements warrant such adjustment. Achievement below the 50% level for any target would receive a zero score. No achievement can exceed a 200% score. Achievement between the target levels are extrapolated on a linear basis.
CEO All Other NEOs
As shown above, our Board and Compensation Committee determined that the Company met expectations regarding achievement of certain objectives, but did not meet expectations regarding the achievement of others. With respect to the Adjusted EBITDA objective, our Board and Compensation Committee approved an above-target payout, as Adjusted EBITDA significantly exceeded the target amount. Our Board and Compensation Committee also determined that it was appropriate under the circumstances to modify the aggregate achievement level by an upward adjustment of 15% to give credit for the achievements listed under "2024 Performance Highlights" above. Based on this level of achievement, upon the recommendation of our Compensation Committee, our Board determined that the executive team (including the NEOs) earned incentive bonuses at 90% of target for 2024. The Compensation Committee may also assess the individual performance or achievements of each NEO and determine if a further adjustment (upward or downward) of their annual incentive award is warranted. No individual adjustments were made for any NEO in 2024. The table below shows the target bonus award as a percentage of each NEO’s 2024 base salary and the actual bonus payments to our NEOs for 2024 performance, which were paid on or before April 4, 2025.
CEO All Other NEOs
| Named executive officer | FY 2024 target bonus (% Base Salary) | Realization (%) corporate achievement/ individual performance | Actual FY 2024 bonus ($) | | Asaf Danziger (1) | 75% | 90%/100% | 508,338 | | Ashley Cordova | 60% | 90%/100% | 283,500 | | Francis Leonard | 60% | 90%/100% | 283,500 | | Uri Weinberg (2) | 50% | 90%/100% | 226,473 | | Barak Ben-Arye (3) | 50% | 90%/100% | 203,646 |
CEO All Other NEOs
| Long-term Incentives |
CEO All Other NEOs
Our executive compensation program ties a substantial portion of each executive’s overall compensation to the achievement of our key strategic, financial and operational goals, using a blend of time-based and performance-based equity awards to help align the interests of our executives with those of our shareholders. Recognizing the importance of the continuity and continued dedication of the management team and other key employees to achieving our Company’s key objectives, and after carefully considering the equity participation of such employees, the highly competitive labor market in which we compete to attract and retain employees, and our other near-term and long-term business objectives, our Compensation Committee granted time-based option awards, RSUs awards and PSUs to our NEOs in March 2024 (other than Mr. Danziger). Our Compensation Committee believes that options, RSUs and PSUs have strong retention value and granting such awards to members of management and key employees, including our executive officers, is in the best interests of the Company and our shareholders given the importance of such personnel to achieving our short-term and long-term Company objectives. Our Compensation Committee recognizes that, given the unique nature of our business, the loss of any one of the executive officers may adversely impact the achievement of our objectives until a qualified replacement could be hired and become familiar with our Company’s business. For 2024, we awarded our NEOs (other than our CEO) a mix of one-third (1/3) options, one-third (1/3), RSUs and one-third (1/3) PSUs, on average, based on the grant date target fair values. As described below in "Long-Term Incentives - 2020 Performance Awards to CEO and Executive Chairman" (beginning on page 50), our CEO did not receive any equity awards in 2024. In March 2020, the Committee granted our CEO and Executive Chairman longer-term PSUs to further align their interests with the interests of shareholders by rewarding them for attainment of critical clinical and FDA achievements and share price performance. The awards consist of target shares and outperformance shares. This PSU award was granted in lieu of any future annual equity awards during the performance period. Our Compensation Committee sets guidelines for the value of long-term incentives to be awarded based on competitive compensation data. For 2024, the award sizes for each NEO (other than the CEO) was determined following an analysis of benchmarking data provided by FW Cook comparing equity award types and levels granted by our peer group and consideration of the compensation philosophy factors discussed above. The grant date values and number of shares awarded to our NEOs are provided in the 2024 Grants of Plan-Based Awards Table and corresponding footnotes.
CEO All Other NEOs
The Committee granted our NEOs, other than our CEO, Mr. Danziger, time-based RSU awards to support our compensation philosophy, provide significant performance incentives and create retention value, as presented in the 2024 Grants of Plan-Based Awards Table. The RSUs granted in 2024 vest ratably over three years.
CEO All Other NEOs
| Performance-based Restricted Share Units |
CEO All Other NEOs
In 2024, following consultation with FW Cook and careful consideration of analysis and advice on pay competitiveness, incentive plan design, performance measurement, design and use of equity compensation, relevant market practices and trends with respect to the compensation of our executive officers and feedback received from shareholders during our outreach efforts, the Committee granted the NEOs, other than Mr. Danziger, PSUs to further align their interests with the interests of shareholders by rewarding them for attainment of certain key milestones. The 2024 PSU awards are eligible to vest upon our attaining the milestones described below. To earn the 2024 PSU awards, the NEO must remain an employee of the Company through of the date of vesting, which is three years from the date of grant. Half (50%) of a target number of 2024 PSUs are eligible to be earned on the vesting date subject to achieving the following targets ("Threshold"): (1) Net Revenue for the year ending December 31, 2026 as reported in the Company's Annual Report on Form 10-K ("2026 Net Revenue") is at least $600 million, (2) Adjusted EBITDA for the year ending December 31, 2026 as reported in the Company's Annual Report on Form 10-K ("2026 Adjusted EBITDA") is greater than ($120 million), and (3) all of the following occur on or prior to the vesting date: (i) the Company will have publicly announced final data of its TRIDENT clinical trial, (ii) the Company’s LUNAR-2 clinical trial shall be at least 60% enrolled pursuant to that trial’s protocol as amended through the vesting date, and (iii) the Company’s KEYNOTE D-58 clinical trial shall be at least 60% enrolled pursuant to that trial’s protocol as amended through the vesting date. No 2024 PSUs will vest if none of the above Threshold targets are achieved. A number of target 2024 PSUs are eligible to be earned on the vesting date subject to achieving the following targets ("Target"): (1) 2026 Net Revenue is at least $700 million, (2) 2026 Adjusted EBITDA is greater than ($60 million), and (3) all of the following occur on or prior to the Vesting Measurement Date: (i) the Company will have publicly announced final data of its TRIDENT clinical trial, (ii) the Company will have publicly announced final data of its LUNAR-4 clinical trial, (iii) the Company’s LUNAR-2 clinical trial shall be at least 80% enrolled pursuant to that trial’s protocol as amended through the vesting date, and (iv) the Company’s KEYNOTE D-58 clinical trial shall be at least 80% enrolled pursuant to that trial’s protocol as amended through the vesting date. A number of outperformance 2024 PSUs are eligible to be earned on the vesting date subject to achieving the following targets ("Outperformance"): (1) 2026 Net Revenue is at least $800 million, (2) 2026 Adjusted EBITDA is positive, and (3) all of the following occur on or prior to the vesting date: (i) the Company will have publicly announced final data of its TRIDENT clinical trial, (ii) the Company will have publicly announced final data of its LUNAR-4 clinical trial, (iii) the Company’s LUNAR-2 clinical trial shall be fully enrolled pursuant to that trial’s protocol as amended through the vesting date, and (iv) the Company’s KEYNOTE D-58 clinical trial shall be fully enrolled pursuant to that trial’s protocol as amended through the vesting date. If the Company's performance of 2026 Net Revenue or 2026 Adjusted EBITDA falls between any of the Threshold, Target or Outperformance targets, the number of 2024 PSUs paid will be adjusted by linear interpolation between the applicable levels; provided, however, that no Adjusted EBITDA 2024 PSUs shall be payable at or above target number of 2024 PSUs unless the Company achieves positive Adjusted EBITDA for any fiscal quarter from January 1, 2024 through December 31, 2026 as reported in any Quarterly Report on Form 10-Q (or as determinable for the fourth quarter as reported in any Annual Report on Form 10-K). Our Compensation Committee intends to continue to granting awards with performance-based vesting criteria in future years as a part of our ongoing compensation program.
CEO All Other NEOs
In March 2020, following consultation with FW Cook and careful consideration of analysis and advice on pay competitiveness, incentive plan design, performance measurement, design and use of equity compensation, relevant market practices and trends with respect to the compensation of our executive officers and feedback received from shareholders through our outreach efforts at that time, the Committee granted Mr. Doyle, our Executive Chairman and Mr. Danziger, our CEO, PSUs to further align their interests with the interests of shareholders by rewarding them for attainment of critical clinical and FDA achievements and share price performance. The awards consist of target shares and outperformance shares. The PSUs were granted in lieu of any future annual equity awards during the performance period (which ends upon the earlier of achievement of all targets or six years). The PSUs will vest upon achievement of the following targets in the following increments, and subject to each executive's continued service through the vesting date: (1) fifty percent (50%) of the target shares are earned for either (x) each successful completion of up to two specified clinical studies (twenty-five percent (25%) of the total target shares for each) or (y) the First FDA Approval and Second FDA Approval (each as defined below) (25% of total target shares for each); (2) fifty percent (50%) of the target shares are earned each for either (x) up to two FDA acceptances of a PMA submission by the Company for a new indication (twenty-five percent (25%) of the total target shares for each) or (y) the First FDA Approval and Second FDA Approval (twenty-five percent (25%) of the total target shares for each); (3) fifty percent (50%) of the outperformance shares are earned if the Company receives one PMA for a new indication (the “First FDA Approval”) within six (6) years of the grant date so long as the Company’s share price, as calculated in accordance with the award agreement, has increased by at least twenty-five percent (25%) from the grant date to a measurement date (the “TSR Vesting Condition”); and (4) fifty percent (50%) of the outperformance Shares will vest if the Company receives a second PMA for an indication unrelated to the First FDA Approval (the “Second FDA Approval”) within six (6) years of the grant date so long as the Company’s TSR Vesting Condition is met. Earned target shares and outperformance shares related to the First FDA Approval are eligible to vest on the earlier of the date of vesting of the outperformance shares relating to the Second FDA Approval and the sixth anniversary of the grant date; however, no shares under the awards may vest until the fifth anniversary of the grant date, regardless of when earned. The PSUs are in lieu of any future equity awards for Messrs. Doyle and Danziger from the date of grant until the sixth anniversary of the date of grant. Our Compensation Committee believes that the PSUs awarded to Messrs. Doyle and Danziger in 2020 support the creation of sustained shareholder value as we strive to achieve our most critical long-term objectives. These awards are intended to increase the ownership interests of Messrs. Doyle and Danziger and benefit shareholders in the following ways: Executives’ Financial Success is Closely Linked to the Company’s Growth: The PSUs only vest upon the achievement of critical performance targets during the performance period. As the Company achieves each of these targets, the vesting percentage increases, up to the maximum amount. If the Company fails to receive one or two FDA approvals during the performance period, 50% or 90%, respectively, of the PSUs will not vest. The unbalanced vesting structure ensures that a significant number (or all) of the PSUs only vest if one or both FDA approvals are obtained and TSR Vesting Conditions are met, which will likely result in significant shareholder return and directly aligns the executives’ compensation with shareholder interests. Performance-Based, “At-Risk” Award: Despite the high fair value of the PSUs as shown in the compensation tables in the year of grant, it is not certain what percentage of the PSUs will vest, if at all. Such percentage is dependent on the Company’s achievement of the targets described above. High Performance Thresholds: The PSUs set forth five key performance targets that are challenging to meet and that are directly tied to the creation of significant shareholder value over the performance period. For the executives to achieve full value of the PSU award, the Company will need to receive two FDA approvals to treat two solid tumor cancers with patient incidences multiples higher than our current US market. For this reason, the unbalanced vesting structure of the PSUs provides that 90% of the award only vests upon achievement of two FDA approvals (40% vests upon achievement of the First FDA Approval and a further 50% vests upon achievement of the Second FDA Approval). Further, if the executives do not achieve these two very critical targets for the Company, they will not achieve the full value of the PSU award. The vesting structure and targets are designed to incentivize the executives to achieve two FDA approvals and TSR Vesting Conditions, which are aligned with the creation of significant shareholder value over the performance period and shareholder interests. Extended Vesting Periods: The PSUs vest only upon achievement of the performance targets. In addition, the PSUs will not vest any earlier than the third anniversary of the grant date, even if a performance target is achieved prior to the third anniversary of the grant date and any outperformance awards cannot vest until the fifth anniversary of the grant date, even if those targets are achieved earlier. The extended vesting period is designed to incentivize focus on the long-term interests of the Company and reward achievement of key performance targets over an extended period of time. The extended vesting periods also serve as a retention mechanism by increasing the incentive for the executives to stay at the Company and not pursue opportunities outside the Company. No Additional Equity Awards during the Performance Period: The PSU award was granted in lieu of any future annual equity awards during the performance period. The Committee does not anticipate granting additional equity awards during the performance period to Mr. Doyle (Mr. Danziger retired on December 31, 2024). When considering the theoretical value of equity awards that would have been granted to the executives during the performance period, we believe shareholders benefit more from this performance-based program that only pays the executives on achievement of key performance targets, rather than the passage of time (for time-based options and RSUs) or shorter-term performance goals. Service requirement: PSU awards will only vest only if the executive continues to provide service to the Company through the performance period, including the extended vesting period described above. Alignment of Financial Interests with those of Shareholders: The PSUs only vest upon the achievement of the targets described above. These targets are designed to be aligned with the long-term shareholder interests. The PSU awards to Messrs. Doyle and Danziger were intended to incentivize the creation of sustained shareholder value and support the achievement of our most critical long-term objectives. The performance targets were designed to be challenging but achievable with strong management performance. Our Compensation Committee believes that performance-based equity awards, in addition to granting time-based options and time-based RSUs, incentivize and further align the interests of executives with the interests of shareholders.
CEO All Other NEOs
Given Mr. Danziger's retirement as of December 31, 2024, he will not meet the service requirement and therefore will not receive any PSU awards. To date, assuming Mr. Doyle meets the service requirement on the vesting date, three of the target milestones have been achieved (successful completion of two specified clinical studies (twenty-five percent (25%) of the total target shares for each and one to two FDA acceptances of a PMA submission by the for a new indication (twenty-five percent (25%) of the total target shares for each)), totaling seventy-five percent (75%) of the target shares earned.
CEO All Other NEOs
We provide limited executive perquisites to some of our NEOs and limited change-in-control benefits as described further below. We generally provide our executives in the United States, Switzerland and Israel with the same benefits provided to all other employees in the United States, Switzerland and Israel, respectively. In the United States, we sponsor a tax-qualified 401(k) defined contribution plan. Our 401(k) plan, which is generally available to all employees, allows participants to defer amounts of their annual compensation before taxes, up to the maximum amount specified by the U.S. Internal Revenue Code of 1986, as amended (the "Code"). We currently match 50% of the first 6% of a participant’s annual compensation that he or she contributes, up to the maximum permitted by law. In 2024, we did not provide any profit-sharing contributions to our 401(k) plan. As a global company, we frequently require our employees to relocate internationally. When that happens, we provide relocation services and benefits to enable them to transition to their new locations. These expenses include but are not limited to visa application, moving and other necessary services. In Israel, we generally provide our executives, including NEOs, with severance, pension, disability and education benefits in line with both Israeli law as well as customary compensation practices among technology companies, including medical device companies. In accordance with certain exceptions under Israeli law, Messrs. Danziger and Ben-Arye are entitled to contractual severance benefits rather than the amounts specified by statute. Such contractual arrangements are common for employees in Israel in the technology sector. For Messrs. Danziger and Ben-Arye, we have contractually agreed to adhere to the provisions of the General Approval and to contribute on a monthly basis to a Managers Insurance Policy (bituach menahalim) on his behalf with respect to severance, pension and disability benefits. In addition, we contribute to an advance study fund/professional education fund (keren hishtalmut) for the benefit of Messrs. Danziger and Ben-Arye. The employment agreement for Mr. Danziger also provides that unused vacation days may be accumulated (for two subsequent years) or redeemed under certain limitations. Each executive is also entitled to recuperation pay (d’mey havra’ah) in accordance with the provisions of the applicable law (with the number of days determined based on seniority). Mr. Danziger is also entitled to one month of paid sick days, fully compensated based on his regular base salary, per each year. Unused sick days may be accumulated for use in subsequent years, up to the maximum of six months. For additional details with respect to the amounts contributed to the Managers Insurance Policy and professional education fund, please see the footnotes to the 2024 Summary Compensation Table below. Except as described above, we do not currently sponsor or contribute to any qualified or non-qualified defined benefit plan or any non-qualified defined contribution plan, and we do not currently maintain (or have any outstanding obligation with respect to) any traditional non-qualified deferred compensation plan or other deferred compensation plans.
CEO All Other NEOs
Our Policy on Recoupment of Incentive Compensation (the “Recoupment Policy”) applies to all executive officers (as designated by the Board) and any individual who served as an executive officer in the three year period prior to the date of the event that triggered the Recoupment Policy (each, a “Covered Executive”). The Recoupment Policy requires the Board to recover from a Covered Executive, subject to limited exceptions, an amount of any annual or long-term incentive compensation payment or award made or granted to the Covered Executive during the three year period preceding the filing of our financial statements that we are required to prepare containing an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”). The amount to be recovered is the amount of such payment exceeded the amount that otherwise would have been paid had it been determined based on the restated amounts. Our Recoupment Policy is intended to comply with final rules adopted by NASDAQ in satisfaction of the requirements of the Dodd-Frank Act. Our employment agreements with our executive officers and the terms of the 2024 Plan contain provisions that automatically incorporate by reference the compensation recovery terms of the Dodd-Frank Act. To the extent the terms of such plans or agreements are inconsistent with any future changes to the applicable rules and listing standards, the requirements of the rules and listing standards will apply. The terms of our 2024 Plan also contain provisions that allow us to recover any award issued under the 2024 Plan. Awards granted under the 2024 Plan are subject to recovery in the event the participant engages in “Detrimental Activity” within one year of the vesting or exercise of the award. Detrimental activity includes (i) the disclosure of confidential information, (ii) activity by the participant that would allow us to terminate the participant for cause or (iii) breach of any agreement between the participant and us or an Affiliate (including, without limitation, any written employment agreement or noncompetition or non-solicitation agreement). Our Board believes that requiring executive officers to hold significant amounts of our Ordinary Shares strengthens their alignment with the interest of our shareholders and promotes achievement of long-term business objectives. Accordingly, our share ownership guidelines are intended to align more closely the interests of our executive officers with the interests of our shareholders and to continue to promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of our Ordinary Shares valued at three times their annual base salary (six times in the case of our CEO and our Executive Chairman) within five years of becoming an executive officer or, in the case of officers serving at the time the guidelines were initially adopted, within five years of the date of adoption of the guidelines. Outstanding but unvested PSUs and unvested share options do not count towards the ownership guidelines. The ownership levels of our executive officers and directors as of April 4, 2025 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below. Executive Officers and directors who are not in compliance with the ownership guidelines are expected to refrain from selling our shares until they come into compliance.
CEO All Other NEOs
| Equity Grant Timing Practices |
CEO All Other NEOs
During 2024, at the direction of our Compensation Committee, FW Cook, with the assistance of our management, conducted a review of our compensation policies and practices and presented the findings to our Compensation Committee. After consideration of the information presented, our Compensation Committee concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive or unnecessary risk-taking behavior. In making this determination, our Compensation Committee considered our pay mix, our base salaries, and the attributes of our incentive and other variable compensation programs, including our annual bonus plan, our equity compensation plans and our sales compensation plans. We also have in place numerous business controls such as quarterly reviews of sales compensation, the Recoupment Policy and other internal business and operational approval processes. Our Compensation Committee believes that the design of our compensation programs as outlined in the "Compensation Discussion and Analysis" places emphasis on long-term incentives and competitive base salaries, while a portion of the total annual compensation is tied to short-term performance in the form of an annual bonus. Our Compensation Committee concluded that the mix and design of the elements of our compensation policies and practices do not motivate imprudent risk-taking. Consequently, we are satisfied that any potential risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.
COMPENSATION COMMITTEE
| 2024 Summary Compensation Table |
COMPENSATION COMMITTEE
| Named executive officer and principal position | Fiscal year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option awards ($)(3) | Non-equity incentive plan compensation ($) | All other compensation ($) | Total ($) | | Asaf Danziger (4) Chief Executive Officer | 2024 | 763,782 | 0 | 0 | 0 | 508,338 | 266,968 | 1,539,088 | | | 2023 | 756,093 | 0 | 0 | 0 | 507,742 | 257,191 | 1,521,026 | | | 2022 | 830,649 | 0 | 0 | 579,437 | 584,220 | 284,645 | 2,278,951 | | Ashley Cordova (5) Chief Financial Officer | 2024 | 525,000 | 0 | 3,333,317 | 1,670,829 | 283,500 | 279,058 | 6,091,704 | | | 2023 | 525,000 | 0 | 3,666,543 | 1,835,713 | 280,350 | 9,460 | 6,317,066 | | | 2022 | 507,500 | 100,000 | 3,966,624 | 1,942,647 | 315,000 | 10,893 | 6,842,664 | | Francis Leonard (6) Executive Vice President, President Novocure US | 2024 | 525,000 | 0 | 3,333,317 | 1,670,829 | 283,500 | 11,284 | 5,823,930 | | | 2023 | 475,000 | 0 | 2,866,517 | 1,435,196 | 253,650 | 8,874 | 5,039,237 | | | 2022 | 475,000 | 0 | 3,299,814 | 2,102,893 | 237,500 | 10,599 | 6,125,806 | | Uri Weinberg (7) Chief Innovation Officer | 2024 | 471,483 | 0 | 2,666,647 | 1,336,659 | 226,473 | 354,644 | 5,055,906 | | Barak Ben-Arye (8) General Counsel | 2024 | 458,971 | 0 | 2,666,647 | 1,336,659 | 203,646 | 133,458 | 4,799,381 | | | 2023 | 432,835 | 0 | 2,733,205 | 1,368,467 | 203,409 | 125,728 | 4,863,644 |
COMPENSATION COMMITTEE
| 2024 Grants of Plan-Based Awards |
COMPENSATION COMMITTEE
| Outstanding Equity Awards at 2024 Fiscal Year End |
COMPENSATION COMMITTEE
| 2024 Option Exercises and Stock Vested |
COMPENSATION COMMITTEE
| Potential Payments upon Termination or Change in Control |
COMPENSATION COMMITTEE
| Pay Versus Performance |
COMPENSATION COMMITTEE
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Other NEOs (1) | Average Compensation Actually Paid to Other NEOs (2) | Cumulative Total Shareholder Return (3) | Peer Group Cumulative Total Shareholder Return (4) | Net Income (Millions) (5) | Company-Selected Measure: Net Revenue (Millions) (6) | | 2024 | $1,539,088 | $796,235 | $5,442,730 | $9,679,033 | $35 | $118 | $(169) | $605.220 | | 2023 | $1,521,026 | $(5,225,762) | $5,473,623 | $(1,202,184) | $18 | $119 | $(207) | $509.338 | | 2022 | $2,278,951 | $2,075,757 | $6,477,346 | $5,788,737 | $87 | $114 | $(93) | $537.840 | | 2021 | $1,179,283 | $(31,518,263) | $5,653,771 | $(12,875,003) | $89 | $126 | $(58) | $535.031 | | 2020 | $8,956,704 | $53,324,965 | $7,398,969 | $44,401,582 | $205 | $126 | $20 | $494.366 |
COMPENSATION COMMITTEE
| 2024 PAY RATIO |