DEF 14A of NovoCure Ltd
Filed Apr 20, 2026 · FY20250001645113-26-000033
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 | | Asaf Danziger | 59 | No | 2012 | | William Doyle | 63 | No | 2004 | | Jeryl Hilleman | 68 | Yes | 2018 | | David Hung | 68 | Yes | 2018 | | Frank Leonard | 46 | No | - | | Kinyip Gabriel Leung | 64 | Yes | 2011 | | Martin Madden | 65 | Yes | 2017 | | Allyson Ocean | 54 | Yes | 2023 | | Timothy Scannell | 61 | Yes | 2021 | | Kristin Stafford | 44 | Yes | 2023 | | William Vernon | 70 | Yes | 2006 |
ELECTION OF DIRECTORS
| Nominees for Election to a One-Year Term Expiring at the 2027 Annual General Meeting of Shareholders |
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 Omada Health, Inc. since 2018 and of SI-Bone, Inc. since 2019. Formerly a director of HilleVax from 2020 to September 2025, Cutera, Inc. from July to November 2024, Minerva Neurosciences, Inc. from 2018 to 2024 and of Talis Biomedical from 2021 to 2022. 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
| Frank Leonard |
ELECTION OF DIRECTORS
Experience: Mr. Leonard has been our Chief Executive Officer since December 1, 2025. Prior to being our Chief Executive Officer, Mr. Leonard served President since June 2025. He was responsible for Novocure’s global business operations, which he led since January 2024, and was responsible for sales, marketing, field medical affairs, patient experience, public affairs, market access, and product and portfolio strategy functions. Mr. Leonard previously led our US business, beginning in October 2022. Mr. Leonard served as Chief Development Officer of the Company from September 2020 to September 2022, and was responsible for engineering, product development, business development and the overall strategic and operational leadership of our innovation platforms. He joined the Company in 2010 to prepare the company for a commercial launch and held various roles establishing our finance, reimbursement, and business development functions. Prior to joining us, Mr. Leonard was a venture capital investor focused on high-impact medical technology companies, including Novocure. He has served as a director of the Medical Device Manufacturers Association (MDMA) since 2023. Education: A.B. from Harvard University; M.A. from the London School of Economics and Political Science. Other Public Company Directorships: None. We believe that Mr. Leonard is qualified to serve on our Board due to his service as our Chief Executive Officer, President and other roles within our Company and his extensive knowledge of our industry.
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, Oncology, 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 was appointed our Lead Independent Director in February 2026. 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. 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 from 2019 to 2026 of Insulet Corporation. Formerly a director of Renalytix plc from 2022 to 2023, of Molekule, Inc. from 2022 to 2024, of Exact Sciences Corporation from 2023 to 2024 and of Masimo Corporation from 2024 to 2026. 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 Chief Financial Officer of Zymeworks Inc., a position she has held since April 2026. Prior this, she served as Senior Vice President, Chief Accounting Officer for Royalty Pharma plc, from December 2018 and 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 served as our Lead Independent Director from May 2016 to February 2026. 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 McCormick & Company since 2017. Formerly a director of Intersect ENT Inc., a healthcare equipment company, from 2015 to 2021, The White Wave Foods Company, a food products company, from 2016 to 2017, Axovant Sciences from 2017 to 2018, Medivation, Inc., from 2006 to 2016, and 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.
APPROVAL OF AMENDED AND RESTATED NOVOCURE LIMITED 2024 OMNIBUS INCENTIVE PLAN
APPROVAL OF AMENDED AND RESTATED NOVOCURE LIMITED 2024 OMNIBUS INCENTIVE PLAN We are asking shareholders to approve the Amended and Restated NovoCure Limited 2024 Omnibus Incentive Plan (the “Amended Plan”) to increase the number of shares of Ordinary Shares of the Company (the “Shares”) reserved for issuance under the current plan by an additional 9,000,000 Shares. If the Amended Plan is not approved by our shareholders, we will continue to operate the current plan under its existing terms until we deplete the available shares. When we sought shareholder approval of the NovoCure Limited 2024 Omnibus Incentive Plan (the "Plan") in 2024, we forecasted that the shares included in the Plan would be sufficient to cover our equity compensation program needs for two years, until 2026. We also noted that we anticipated seeking stockholder approval for an additional share increase in 2026. Shareholder approval of the Amended Plan will also extend the term of the Plan by an additional two (2) years, expiring in 2036 unless extended again. The Amended Plan will also include two new features that we believe are in the best interests of shareholders. The first change removes liberal recycling of shares on both full-value and appreciation awards, by removing the ability of the Plan to reissue Shares that have been tendered or withheld for the purpose of exercising an award or for the payment of tax liabilities. The second change adds a new requirement that all share-based awards have a minimum one-year vesting period from the date of grant, except for awards to Non-Employee Directors that vest on the earlier of the first anniversary of the date of grant, subject to limited exceptions. Our continuing ability to offer equity incentive awards under the Plan is critical to our ability to execute on our long-term strategy, as it enables us to attract, motivate and retain qualified personnel in the highly competitive market for employee talent in which we operate. Since our last share request, we have been executing on our business strategy, as discussed above under “Proxy Statement Summary — 2025 Corporate Achievements.” In determining the size of the requested share increase under the Amended Plan, our Board and Compensation Committee worked with management and our independent compensation consultant to evaluate a number of factors, including our corporate and talent strategies, compensation benchmarking, our recent and projected share usage, share usage at companies in our compensation peer group, total potential dilution level and criteria expected to be utilized by institutional investors and proxy advisory firms in evaluating this Proposal. Our Board and Compensation Committee believe that approving an additional 9,000,000 million Shares for issuance under the Amended Plan is appropriate and in the best interests of the Company and our shareholders given our current expectations on hiring, the highly competitive environment in which we recruit and retain employees and our projected share usage. Based on current forecasts, we anticipate that the additional shares we are seeking will cover our equity compensation program needs for approximately the next two years, until 2028, at which time we anticipate seeking shareholder approval for an additional share increase. The Board has approved the Amended Plan, subject to shareholder approval, and the Board recommends that shareholders vote in favor of this Proposal at the Annual Meeting.
Why We are Asking our Shareholders to Approve the Amended Plan
Why We are Asking our Shareholders to Approve the Amended Plan Currently, we maintain the NovoCure Limited 2024 Omnibus Incentive Plan (the "Current Plan") to grant share options, restricted share units, performance-based share units and other equity-based and cash-based awards in order to provide long-term incentives to our employees, executives and directors. Approval of the Amended Plan by our shareholders will allow us to continue to grant share options, restricted share unit awards, performance-based share awards and other equity-based and cash-based awards in order to secure and retain the services of our employees, executive officers and directors, and to provide long-term incentives that are designed to align the interests of our employees and directors with the interests of our shareholders.
Why You Should Vote to Approve the Amended Plan
Why You Should Vote to Approve the Amended Plan Equity awards are an important part of our compensation philosophy. •All full-time employees and Non-Employee Directors are eligible to receive awards: approximately 56.3% of our outstanding equity awards are held by our broad employee population and approximately 43.7% of our outstanding equity awards are held by our executive officers and Non-Employee Directors. •The Amended Plan incentivizes long-term thinking to align with the interests of our shareholders. •The Amended Plan underlies our ability to reward, retain and motivate key talent which we believe will result in building long-term shareholder value. •We face strong competition for talent from our peers and equity awards allow us to effectively compete for talent. We believe we manage our equity award use carefully and dilution is reasonable. •We monitor our annual burn rate, dilution and equity expense to ensure we maximize shareholder value. •We use industry benchmarks to competitively grant the appropriate number of equity awards necessary to attract, reward, and retain employees and Non-Employee Directors. We believe the size of our share reserve request is reasonable. •We have adapted our grant practices and guidelines to align with the requested share pool reserve and remain competitive. •We anticipate the requested share pool is adequate to cover equity awards for the next one to two years. The consequences of the Amended Plan not being approved are significant. We compete for talent with many companies that offer equity incentives as a key element of their compensation programs. Without shareholder approval of the Amended Plan: •we will lose access to an important compensation tool that is key to our ability to attract, motivate, reward, and retain our key employees and Non-Employee Directors; •we may need to significantly increase the cash component of employee compensation to continue to attract and retain key talent; and •the requested additional shares will not become available for issuance, and the Current Plan will continue as in effect subject to authorized share limits. The Company believes that the following additional details are important for shareholders to consider. Equity Awards Are an Important Part of Our Compensation Philosophy We are a global oncology company with a proprietary platform technology called Tumor Treating Fields ("TTFields"), which are electric fields that exert physical forces to kill cancer cells via a variety of mechanisms. Our key priorities are to drive commercial adoption of Optune Gio® Optune Pax® and Optune Lua®, our commercial TTFields devices, and to advance clinical and product development programs intended to extend overall survival in some of the most aggressive forms of cancer. Our Board believes that the Amended Plan is necessary to ensure that the number of shares available for issuance is sufficient to allow us to continue to attract and retain the services of talented individuals essential to our long-term growth and financial success. Our Board strongly believes that the issuance of equity awards is a key element underlying our ability to attract, retain and motivate our employees, including our executive officers, and is a substantial contributing factor to our success and the growth of our business. To date, we have relied significantly on equity incentives in the form of share option and restricted share unit awards to attract and retain employees, plus performance-based share awards to attract, incentivize and retain senior officers. We believe that equity incentives are necessary for us to remain competitive in the marketplace for executive and other talent, as the offering of shares to all employees is a common practice in our industry. Because of the long-term nature of bringing clinical therapies to market, our Board believes that long-term incentive programs are vital to aligning our employees with our strategy. Therefore, our Board believes that the Amended Plan is in the best interests of the Company and its shareholders and recommends a vote in favor of this Proposal No. 4. Our equity granting practices are broad-based and play an important role throughout the Company. We are especially proud that we grant all new employees an equity award when they join us, creating alignment with our shareholders from the very beginning. During the past three fiscal years (2023-2025), the number of awards we granted to non-Named Executive Officers was over 79% of the total grants made during the period. Assuming approval of the Amended Plan, our fully-diluted overhang, including all awards outstanding and available for grant, will be equal to 22.2% of our total shares outstanding as of the Record Date. Based on our expected grant practices and our current share price, we believe that the adoption of the Amended Plan and the additional share reserve of 9,000,000 shares will provide the Board with flexibility to continue to make annual equity awards to employees and new hires through the next one to two years and will allow us to remain competitive in the marketplace with respect to attracting, retaining and motivating key personnel and Non-Employee Directors. We Believe We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable Equity awards are a vital part of our overall compensation program. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to all of our full-time employees. However, we recognize that equity awards dilute existing shareholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to maximize shareholders’ value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees and Non-Employee Directors. The tables below show our 2025 overhang and burn rate percentages. We Believe the Size of Our Share Reserve Request Is Reasonable If the Amended Plan is approved by our shareholders, we expect to have approximately 11,879,680 shares available for grant after our annual meeting (less any shares subject to awards made under the Current Plan after April 6, 2026 and prior to the Effective Date and subject to adjustment in the event of certain capitalization events and the share recycling provisions, each as described in the Amended Plan), which we anticipate (based on our expected grant practices and our current share price) being a pool of shares sufficient for grants through one to two years, and necessary to provide a predictable amount of equity for attracting, retaining, and motivating employees.
Outstanding Grants and Usage under the 2024 Plan
| As of April 6, 2026 (except where noted) | | | Total number of common shares subject to outstanding options | 10,976,357 | | Weighted-average exercise price of outstanding options | $28.93 | | Weighted-average remaining term of outstanding stock options at March 31, 2026 | 5.5 years | | Total number of shares of common stock subject to outstanding full value awards (RSUs and PSUs (at target)) | 10,257,884 | | Total number of shares of common stock available for grant (1) | 2,879,680 |
Outstanding Grants and Usage under the 2024 Plan
(1) Includes PSUs granted at maximum payout that are not included in shares subject to outstanding grants. We have a broad-based equity award practice: approximately 53.2% of our outstanding equity awards are held by our broad employee population and approximately 46.8% of our outstanding equity awards are held by our executive officers and Non-Employee Directors. Assuming approval of the Amended Plan, our total overhang, including all awards outstanding and available for grant, will be equal to 22.2% of our total shares outstanding as of the Record Date. The adoption of the Amended Plan will provide an additional 9,000,000 shares, which together with our existing reserve of 2,879,680 shares (for a total of 11,879,680 shares), will provide the Board with flexibility to continue to make annual equity awards to eligible employees and new hires through the next one to two years and allows us to remain competitive in the marketplace with respect to attracting, retaining and motivating key personnel and Non-Employee Directors. Burn Rate The Company monitors shareholder dilution by tracking the number of shares subject to equity awards that it grants annually, commonly referred to as the burn rate. Burn rate shows how rapidly a company is depleting its shares reserved for equity compensation awards and is defined for this purpose as the number of equity awards granted as incentives during the year divided by the weighted average number of shares of common stock outstanding during the year. The Company has calculated the burn rate for the past three years, as set forth in the following table:
Material Features of the Amended Plan
Effective Date, Termination and Amendment. The Amended Plan will become effective on the date it is approved by our shareholders at the annual meeting. Notwithstanding any other provision of the Amended Plan, the Board or the Compensation Committee, to the extent permitted by law, may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Amended Plan or suspend or terminate the Amended Plan entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided in the Amended Plan, the rights of a participant with respect to awards granted prior to such amendment, suspension or termination, may not be substantially impaired without the consent of such participant. Without the approval of the holders of the ordinary shares entitled to vote in accordance with applicable law, no amendment may be made which would (i) increase the aggregate number of ordinary shares that may be issued under the Amended Plan (except in connection with the capitalization adjustment provisions of the Amended Plan); (ii) change the classification of individuals eligible to receive awards under the Amended Plan; (iii) modify the prohibition on repricing set forth in the Amended Plan; or (iv) require shareholder approval under the rules of any exchange or system on which the our securities are listed or traded at our the request. Eligibility. Participants in the Amended Plan will consist of members of the Board as well as our employees and consultants if selected by the Compensation Committee for participation in the Amended Plan. As of the Record Date, approximately 1,695 employees and 8 non-employee directors would be eligible to participate in the Amended Plan if selected by the Compensation Committee. Consultants have received awards on occasion, with three consultants having received awards in the past year. Share Options and Share Appreciation Rights The Amended Plan provides for the grant of share options and share appreciation rights. The Compensation Committee will determine the conditions to the exercisability of each share option and share appreciation right. Each share option will be exercisable for no more than ten (10) years after its date of grant. If the share option is an incentive share option and the optionee owns greater than ten percent (10%) of the voting power of all of our shares of capital stock (a “ten percent holder”), then the share option will be exercisable for no more than five years after its date of grant. Except in the case of substitute awards granted in connection with a corporate transaction, the exercise price of a share option will not be less than 100% of the fair market value of an ordinary share on the date of grant, unless the share option is an incentive share option and the optionee is a ten percent holder, in which case the exercise price will be the price required by the Internal Revenue Code. Each share appreciation right will be exercisable for no more than ten (10) years after its date of grant. Other than in the case of substitute awards granted in connection with a corporate transaction, the base price of a share appreciation right will not be less than 100% of the fair market value of an ordinary share on the date of grant. A share appreciation right entitles the holder to receive upon exercise (subject to withholding taxes) ordinary shares or, to the extent provided in the award agreement, cash or a combination thereof, with an aggregate value equal to the difference between the fair market value of the ordinary shares on the exercise date and the base price of the share appreciation right. All of the terms relating to the exercise, cancellation or other disposition of share options and share appreciation rights upon a termination of employment of a participant will be set forth in the award agreement. Notwithstanding anything in the award agreement to the contrary, the holder of a share option or share appreciation will not be entitled to receive dividend equivalents with respect to the ordinary shares subject to such share option or share appreciation right. Restricted Share Awards. The Amended Plan provides for the grant of restricted share awards. Restricted share awards are subject to forfeiture if the holder does not remain continuously in our employment during the restriction period or if specified performance measures (if any) are not attained during the performance period. Unless otherwise set forth in a restricted share award agreement, the holder of restricted shares has rights as a shareholder, including the right to vote and receive dividends with respect to the restricted shares and to participate in any capital adjustments applicable to all holders of our ordinary shares; provided, however, that any divided or other distribution paid with respect to restricted shares will be deposited by us and will be subject to the same restrictions as the ordinary shares with respect to which such dividend or distribution was made. All of the terms relating to the satisfaction of performance measures and the termination of a restriction period or performance period relating to a restricted share award, or the forfeiture and cancellation of a restricted share award upon a termination of employment will be set forth in the award agreement. Other Share-Based Awards. The Amended Plan provides for the grant of other-share based awards, which are awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to ordinary shares, including but not limited to, ordinary shares awarded purely as a bonus and not subject to any restrictions or conditions, ordinary shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the us, share equivalent units, restricted share units, and awards valued by reference to book value of ordinary shares. The participant shall have the right to receive any dividends with respect any ordinary shares covered by other share-based awards, subject to and conditioned upon the full vesting of the awards, provided that the payment of dividends with respect to the number of ordinary shares covered by other share-based awards shall be deferred until, and conditioned upon, the expiration of the applicable vesting period with respect to the awards. All of the terms relating to the satisfaction of performance measures and the termination of a restriction period or performance period relating to an other share-based award, or the forfeiture and cancellation of an other share-based award upon a termination of employment will be set forth in the award agreement. Performance-Based Cash Awards. Under the terms of the Amended Plan, the Committee may grant performance-based cash awards. In granting a performance-based cash award, the Committee may specify a targeted award, which may be expressed as a fixed dollar amount, a percentage of the participant’s base pay, as a percentage of a bonus pool funded by a formula as determined by the Committee in its sole discretion based on achievement of performance criteria, or an amount determined pursuant to an objective formula or standard. All of the terms relating to the satisfaction of performance measures and the termination of a restriction period or performance period relating to a performance cash award, or the forfeiture and cancellation of a performance cash award upon a termination of employment will be determined by the Committee.
Historical Equity Awards Table
Historical Equity Awards Table The following table sets forth the number of shares subject to Awards granted over the lifetime of the Plan to the individuals and groups as indicated as of April 6, 2026.
Historical Equity Awards Table
| | Shares Subject to Award | | | | Name and Position | Share Options | Restricted Share Units | Performance-Based Restricted Share Units (1) | | Christoph Brackmann, Chief Financial Officer | 253,413 | 170,389 | 109,376 | | Ashley Cordova, Former Chief Executive Officer | 224,123 | 151,181 | 302,363 | | Asaf Danziger, Director | — | 400,000 | — | | William Doyle, Executive Chairman, Director | 288,517 | 200,000 | 203,666 | | Jeryl Hilleman, Director | 16,697 | 11,215 | — | | David Hung, Director | 16,697 | 11,215 | — | | Kinyip Gabriel Leung, Director | 16,697 | 11,215 | — | | Francis Leonard, Chief Executive Officer | 297,887 | 384,401 | 360,474 | | Nicholas Leupin, Former Chief Medical Officer | 81,499 | 54,975 | 54,975 | | Martin Madden, Director | 33,393 | — | — | | Allyson Ocean, Director | 16,697 | 11,215 | — | | Michael Puri, Chief Human Resources Officer | 140,171 | 95,075 | 94,539 | | Timothy Scannell, Director | 16,697 | 11,215 | — | | Kristin Stafford, Director | 16,697 | 11,215 | — | | William Vernon, Director | 16,697 | 11,215 | — | | Uri Weinberg, Chief Medical and Innovation Officer | 154,839 | 105,100 | 104,431 | | All directors and current executive officers as a group (18 persons) | 1,938,685 | 1,874,951 | 1,433,740 | | All employees (other than current executive officers) as a group (approximately 1,695 persons) | 203,805 | 5,580,529 | 285,037 |
Historical Equity Awards Table
(1) Assumes PSU awards are issued at target No awards have been granted under the Plan over its lifetime to the following categories of persons: (i) any associates of our non-employee directors, executive officers or nominees; or (ii) any other person who received or who is to receive 5% of such options, warrants or rights.
AUDIT COMMITTEE
| 2025 DIRECTOR COMPENSATION |
AUDIT COMMITTEE
| Director Compensation Program |
AUDIT COMMITTEE
| Equity Compensation |
AUDIT COMMITTEE
| 2025 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) | 907,500 | — | — | 870,465 | 1,777,965 | | Asaf Danziger (5) | 811,594 | 11,920,000 | — | 340,278 | 13,071,872 | | Jeryl Hilleman | 80,000 | 187,515 | 187,529 | — | 455,044 | | David Hung | 63,000 | 187,515 | 187,529 | — | 438,044 | | Kinyip Gabriel Leung | 68,000 | 187,515 | 187,529 | — | 443,044 | | Martin Madden | 80,000 | — | 375,047 | — | 455,047 | | Allyson Ocean | 62,000 | 187,515 | 187,529 | | 437,044 | | Timothy Scannell | 70,000 | 187,515 | 187,529 | — | 445,044 | | Kristin Stafford | 65,000 | 187,515 | 187,529 | | 440,044 | | William Vernon | 110,000 | 187,515 | 187,529 | — | 485,044 |
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 2025 Annual Meeting, our shareholders expressed support for our executive compensation program, with 97.5% of the votes cast (excluding abstentions and broker non-votes) voting in favor of the compensation of our NEOs as disclosed in the 2025 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 2025, as part of our ongoing shareholder outreach efforts, we reached out to the top twenty of our largest shareholders 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 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 and 1% automatic increase in share availability that was included in our Employee Share Purchase Plan, each of which was adopted prior to our initial public offering. 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 from our 2025 Employee Share Purchase Plan, which replaced the Employee Share Purchase Plan. Both plans were ultimately approved by our 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.
Created shareholder value by building a profitable business
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 2025 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 2025, except for companies that were included in 2024 but were acquired in 2025. The peer group of publicly-traded companies set forth below was used to analyze 2025 executive compensation:
Created shareholder value by building a profitable business
| Compensation Consultant |
Created shareholder value by building a profitable business
| Annual Incentives |
Created shareholder value by building a profitable business
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 2025 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.
Created shareholder value by building a profitable business
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 Optune Gio Active Patient, Adjusted EBITDA and Clinical Trial Enrollment objectives, our Board and Compensation Committee approved an above-target payout, as each of these goals 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 a downward adjustment of 28% to reflect that Optune Lua Active Patients significantly underperformed expectations and that the Company's share price was negatively impacted, notwithstanding the other achievements listed under "2025 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 100% of target for 2025. 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 2025. The table below shows the target bonus award as a percentage of each NEO’s 2025 base salary and the actual bonus payments to our NEOs for 2025 performance, which were paid on or before April 6, 2026.
Created shareholder value by building a profitable business
| Named executive officer | FY 2025 target bonus (% Base Salary) | Realization (%) corporate achievement/ individual performance | Actual FY 2025 bonus ($) | | Frank Leonard (1) | 68% | 100%/100% | 389,644 | | Ashley Cordova (2) | 90% | 100%/100% | 811,653 | | Christoph Brackmann (3) | 60% | 100%/100% | 324,661 | | Nicolas Leupin (4) | 50% | 100%/100% | 276,575 | | Michael Puri (5) | 50% | 100%/100% | 255,545 | | Uri Weinberg (6) | 50% | 100%/100% | 270,551 |
Created shareholder value by building a profitable business
| Long-term Incentives |
Created shareholder value by building a profitable business
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 2025. 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 2025, we awarded our CEO a mix of one-quarter (1/4) options, one-quarter (1/4), RSUs and one-half (1/2) PSUs, and all other NEOs 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. Our Compensation Committee sets guidelines for the value of long-term incentives to be awarded based on competitive compensation data. For 2025, the award sizes for each NEO 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 2025 Grants of Plan-Based Awards Table and corresponding footnotes.
Created shareholder value by building a profitable business
The Committee granted our NEOs time-based RSU awards to support our compensation philosophy, provide significant performance incentives and create retention value, as presented in the 2025 Grants of Plan-Based Awards Table. The RSUs granted in 2025 vest ratably over three years.
Created shareholder value by building a profitable business
| Performance-based Restricted Share Units |
Created shareholder value by building a profitable business
The Committee granted the NEOs PSUs to further align their interests with the interests of shareholders by rewarding them for attainment of certain key milestones. The 2025 PSU awards are eligible to vest upon our attaining the milestones described below. To earn the 2025 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 2025 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, 2027 as reported in the Company's Annual Report on Form 10-K ("2027 Net Revenue") is at least $692 million, (2) Adjusted EBITDA for the year ending December 31, 2027 as reported in the Company's Annual Report on Form 10-K ("2027 Adjusted EBITDA") is greater than ($40 million), (3) the total cumulative number of all patients enrolled in our LUNAR-2 and D58 clinical trials ("Key Trials") is equal to at least 1,180 enrolled patients, and (4) at least one substantial innovation as determined by the Compensation Committee in its sole discretion (a “Substantial Innovation”) has passed through stage gate "Exit 1" as of December 31, 2027 as determined by the Compensation Committee in its sole discretion, pursuant to our stage gating process for product development as in effect during the term of the PSU (the "Stage Gate Process"). No 2025 PSUs will vest if none of the above Threshold targets are achieved. A number of target 2025 PSUs are eligible to be earned on the vesting date subject to achieving the following targets ("Target"): (1) 2027 Net Revenue is at least $865 million, (2) 2027 Adjusted EBITDA is greater than zero, (3) the total cumulative number of all patients enrolled in our Key Trials is equal to at least 1,330 enrolled patients, and (4) at least one Substantial Innovation has passed through stage gate "Exit 2" as of December 31, 2027 pursuant to the Stage Gate Process. A number of outperformance 2025 PSUs are eligible to be earned on the vesting date subject to achieving the following targets ("Outperformance"): (1) 2027 Net Revenue is at least $951.5 million, (2) 2027 Adjusted EBITDA is greater than $35 million, (3) both Key Trials are fully enrolled, and (4) at least two Substantial Innovations have passed through stage gate "Exit 2" as of December 31, 2027 pursuant to the Stage Gate Process. If the Company's performance falls between any of the Threshold, Target or Outperformance targets, the number of 2025 PSUs paid will be adjusted by linear interpolation between the applicable levels. 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.
Created shareholder value by building a profitable business
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, PSUs to further align his interests with the interests of shareholders by rewarding him for attainment of critical clinical and FDA achievements and share price performance. The award consisted of target shares and outperformance shares. The PSUs were granted in lieu of any future annual equity awards during the performance period, which ended on March 5, 2026 (the "Determination Date"). The PSUs vested upon achievement of the following targets in the following increments, and subject to Mr. Doyle's continued service through the Determination 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). This objective was met prior to the Determination Date. (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). This objective was met prior to the Determination Date. (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”). This objective was not met prior to the Determination Date. (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. This objective was not met prior to the Determination Date. Having met the service requirement on the Determination date, 100% of Mr. Doyle's target shares, equal to 200,284 PSUs, converted to Ordinary Shares. The PSUs were in lieu of any future equity awards for Mr. Doyle from the date of grant until the Determination Date. These PSUs were also granted to our Chief Executive Officer at the time, Asaf Danziger, however upon Mr. Danziger's retirement in 2024, his PSUs terminated and did not convert to Ordinary Shares. Our Compensation Committee believes that the PSUs awarded to Mr. Doyle in 2020 supported the creation of sustained shareholder value as we strive to achieve our most critical long-term objectives.
Created shareholder value by building a profitable business
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 2025, 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, Israeli executive officers 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 these employees 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 their behalf with respect to severance, pension and disability benefits. In addition, we contribute to an advance study fund/professional education fund (keren hishtalmut) for their benefit. 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.
Created shareholder value by building a profitable business
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 6, 2026 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.
Created shareholder value by building a profitable business
| Equity Grant Timing Practices |
Created shareholder value by building a profitable business
During 2025, 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
| 2025 Summary Compensation Table |
COMPENSATION COMMITTEE
| Named executive officer and principal position | Fiscal year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option awards ($)(2) | Non-equity incentive plan compensation ($) | All other compensation ($) | Total ($) | | Frank Leonard (3) Chief Executive Officer | 2025 | 570,000 | 0 | 4,999,993 | 1,001,020 | 389,644 | 14,672 | 6,975,329 | | | 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 | | Ashley Cordova (4) Former Chief Executive Officer | 2025 | 901,837 | 0 | 8,249,965 | 2,752,814 | 811,653 | 482,085 | 13,198,354 | | | 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 | | Christoph Brackmann (5) Chief Financial Officer | 2025 | 541,102 | 0 | 1,999,991 | 1,001,020 | 324,661 | 296,624 | 4,163,398 | | Nicholas Leupin (6) Former Chief Medical Officer | 2025 | 553,151 | 0 | 1,999,991 | 1,001,020 | 276,575 | 168,304 | 3,999,041 | | Michael Puri (7) Chief Human Resources Officer | 2025 | 511,089 | 0 | 1,999,991 | 1,001,020 | 255,545 | 166,248 | 3,933,893 | | Uri Weinberg (8) Chief Medical and Innovation Officer | 2025 | 541,102 | 0 | 1,999,991 | 1,001,020 | 270,551 | 347,281 | 4,159,945 | | | 2024 | 471,483 | 0 | 2,666,647 | 1,336,659 | 226,473 | 354,644 | 5,055,906 |
COMPENSATION COMMITTEE
| 2025 Grants of Plan-Based Awards |
COMPENSATION COMMITTEE
| Outstanding Equity Awards at 2025 Fiscal Year End |
COMPENSATION COMMITTEE
| 2025 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 PEO1 (1) | Compensation Actually Paid to PEO1 (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) | | 2025 | $— | $— | $4,064,069 | $13,209 | $7 | $125 | $(136) | $655.353 | | 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 |
COMPENSATION COMMITTEE
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO2 (1) | Compensation Actually Paid to PEO2 (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) | | 2025 | $13,198,354 | $(4,503,021) | $4,064,069 | $13,209 | $7 | $125 | $(136) | $655.353 |
COMPENSATION COMMITTEE
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO3 (1) | Compensation Actually Paid to PEO3 (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) | | 2025 | $6,975,329 | $62,298 | $4,064,069 | $13,209 | $7 | $125 | $(136) | $655.353 |
COMPENSATION COMMITTEE
| 2025 PAY RATIO |