Not independent
Tenure on this board
14.4 yrs
11 nominees · 4 ballot items.
Four proposals: (1) election of eleven directors; (2) approval and ratification of EY Global as independent auditor for fiscal year ending December 31, 2026; (3) non-binding advisory vote to approve executive compensation (Say-on-Pay); and (4) approval of the Amended and Restated 2024 Omnibus Incentive Plan to add 9,000,000 shares, extend term and make governance changes.
Elect eleven directors named in the proxy statement to one-year terms expiring at the 2027 annual general meeting.
Ratify the Audit Committee’s appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (EY Global), as the Company’s auditor and independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory (“Say-on-Pay”) vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis, the 2025 Summary Compensation Table and related compensation disclosures.
This proposal seeks an advisory, non-binding shareholder vote to approve the Company’s disclosed executive compensation (Say-on-Pay). Management frames the vote as an opportunity for shareholders to express views on the total compensation of named executive officers, not on individual pay elements. The Board and Compensation Committee request support, arguing compensation is aligned with strategy, mixes time‑based and performance‑based equity, and is designed to attract and retain leadership critical to execution; they note extensive shareholder engagement and strong prior support (97.5% in 2025). Because the vote is advisory, approval would not legally bind the Board but would provide important investor feedback that the Compensation Committee will consider in setting future pay. Key context includes Novocure’s use of RSUs, options and PSUs tied to multi‑year performance targets and the Committee’s recent adjustments (e.g., retention awards and pay‑for‑performance calibrations). Investors will weigh pay‑for‑performance alignment, disclosed metrics (revenue, adjusted EBITDA, patient and clinical milestones), severance/change‑in‑control protections, and recent compensation outcomes (100% corporate bonus payout for 2025). A FOR vote signals shareholder support for current pay philosophy; a meaningful AGAINST could trigger further engagement, potential design changes, or responsiveness from the Compensation Committee. Proxy advisors typically evaluate governance features (clawbacks, minimum vesting, anti‑repricing protections) and realized pay versus company performance; Novocure’s governance changes in the Omnibus Plan proposal (minimum vesting, limits on recycling) may also influence investor views on overall compensation practices.
Approve the Amended and Restated 2024 Omnibus Incentive Plan to add 9,000,000 additional shares for issuance, extend the plan expiration to 2036, and adopt governance changes including limits on share recycling and a one‑year minimum vesting requirement.
This proposal requests shareholder approval to amend and restate the company’s 2024 Omnibus Incentive Plan to add 9,000,000 shares, extend the plan term to 2036, and adopt governance-oriented changes (no liberal share recycling, a minimum one‑year vesting requirement for awards, prohibition on repricing except in limited circumstances, limits on dividends on unvested awards, and clawback/forfeiture for detrimental activity). Management argues the increase is necessary to continue broad‑based equity grants that support recruiting, retention and alignment of employees and non‑employee directors with shareholders, and says the requested pool should cover roughly one to two years of expected grants. From a governance and investor perspective, the proposed removal of share recycling and the addition of minimum vesting and anti‑repricing provisions are positive steps that address common investor and proxy‑advisor concerns about dilution and governance practices; these features may mitigate some shareholder resistance to the size of the request. The company discloses current overhang (22.2% if approved) and burn‑rate history (notably elevated in 2024 due to one‑time retention grants), showing the board has considered both operational needs and dilution. Potential investor objections will focus on dilution magnitude, timing (frequent share requests), and the company’s historical grant practices; proxy advisors will weigh those against the governance improvements and the company’s rationale tied to clinical and commercial growth and hiring needs. If approved, the Compensation Committee would retain discretion on award design and administration within the amended plan, and the company projects the reserve will support hiring and annual grants through 2028. A prudent investor analysis will balance the company’s near‑term strategic funding of incentives and governance upgrades against the medium‑term dilution impact and seek continued shareholder engagement and transparent future disclosures on burn rate and grant usage.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Soleus Capital Management, L.P. | 9.06% | 10,492,391 | $114M |
| 2 | FMR LLC | 7.71% | 8,925,638 | $97M |
| 3 | FMR LLC | 7.03% | 8,143,455 | $89M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.40% | 6,251,701 | $68M |
| 5 | BlackRock, Inc. | 4.23% | 4,897,610 | $53M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 4,682,064 | $51M |
| 7 | MORGAN STANLEY | 3.76% | 4,356,485 | $47M |
| 8 | BlackRock, Inc. | 3.43% | 3,969,234 | $43M |
| 9 | WELLS FARGO COMPANY/MN | 2.52% | 2,912,993 | $32M |
| 10 | STATE STREET CORP | 2.21% | 2,561,817 | $28M |
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