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DEF 14A 1 nvcr-20220414xdef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

______________________________________________


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NovoCure Limited

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 8, 2022

To the shareholders of NovoCure Limited:

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (“Annual Meeting”) of NovoCure Limited, a Jersey (Channel Islands) corporation (the “Company”, “Novocure”, “we”, “us” or “our”), will be held on June 8, 2022, at 9:00 a.m. U.S. Eastern Time (“ET”), at Second Floor, No. 4 The Forum, Grenville Street, St. Helier, Jersey, Channel Islands JE2 4UF. Novocure is actively monitoring developments regarding the coronavirus (COVID-19) pandemic and related guidance issued by public health authorities. The health and well-being of Novocure’s directors, employees and shareholders are paramount. We may hold a virtual-only Annual Meeting via live webcast if it is advisable or required. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be posted on our website and filed with the Securities and Exchange Commission as additional proxy materials.

The purpose of the Annual Meeting is to consider and take action on the following:

1.To elect eight directors named in the Proxy Statement to hold office for a one-year term expiring at our 2023 annual general meeting of shareholders or until their successors are duly elected and qualified or until their offices are vacated;

2.The approval and ratification of the appointment, by the Audit Committee of our Board of Directors (the “Board”), of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (“EY Global”), as the auditor and independent registered public accounting firm of the Company for the Company’s fiscal year ending December 31, 2022;

3.A non-binding advisory vote to approve executive compensation; and

4.To amend and restate our Articles of Association for the purposes of (i) the establishment of exclusive jurisdiction in U.S. federal court for U.S. securities law matters, (ii) allowing the adoption of shareholder resolutions by written consent, (iii) allowing us to hold meetings of shareholders virtually by electronic means, (iv) allowing for our directors to authorize indemnification agreements with our senior employees, in addition to our directors and executive officers, and (v) other administrative matters.

The foregoing items of business will be proposed as ordinary resolutions, except for Proposal 4, which will be proposed as a special resolution. These proposals are more fully described in the Proxy Statement. Only shareholders who owned our Ordinary Shares at the close of business on April 5, 2022 (the “Record Date”) can vote at this meeting or at any adjournments that take place or postponements thereof.

A shareholder entitled to attend and vote at the Annual Meeting is entitled to appoint one or more proxies to attend and vote in the place of such shareholder and such proxy or proxies need not also be a shareholder of the Company. We have elected to use the Internet as our primary means of providing our proxy materials to shareholders. Consequently, you will not receive paper copies of our proxy materials (including the proxy card), unless you specifically request such materials. We will send a notice regarding the Internet availability of proxy materials (the “Notice of Internet Availability”) on or about April 25, 2022 to our shareholders of record as of the close of business on the Record Date. The Notice of Internet Availability contains instructions for accessing the

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proxy materials on the Internet, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), and provides information on how shareholders may obtain paper copies free of charge. The Notice of Internet Availability also provides the date, time and location of the Annual Meeting, the matters to be acted upon at the meeting and the recommendation from our Board with regard to each matter, and information on how to attend the meeting. Electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of mailing these materials.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. Other than voting in person at the Annual Meeting, you may vote over the Internet, by telephone or by completing and mailing a proxy card or voting instruction card forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the proxy card or voting instruction card forwarded by your bank, broker or other holder of record regarding each of these voting options.

Our Board recommends that you vote FOR the election of the director nominees named in Proposal 1 of the Proxy Statement, FOR the approval and ratification of the appointment of EY Global as our auditor and independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022, FOR the non-binding advisory vote to approve executive compensation, and FOR the amendment and restatement of our Articles of Association.

By Order of the Board of Directors

William F. Doyle

Executive Chairman of the Board of Directors

St. Helier, Jersey, Channel Islands

April 25, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 8, 2022

The Proxy Statement, Notice of Annual General Meeting of Shareholders

and Annual Report are available at www.proxyvote.com.

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TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			2
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			8
PROPOSAL 1—Election of Directors			12
Nominees for Election to a One-Year Term Expiring at the 2023 Annual General Meeting of Shareholders			13
PROPOSAL 2—Approval and Ratification of Approval and Appointment of Independent Registered Public Accounting Firm			16
Principal Accountant Fees and Services			16
Pre-Approval Policies and Procedures			16
PROPOSAL 3—Non-Binding Advisory Vote on the Approval of Executive Compensation			17
PROPOSAL 4—Amendment and Restatement of our Articles of Association			18
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			21
CORPORATE GOVERNANCE			22
Independence of the Board of Directors			22
Board Leadership Structure			22
Role of Board in Risk Oversight Process			23
Board Committees			23
Meetings of the Board of Directors, Board and Committee Member Attendance, and Annual Meeting Attendance			26
Director Nomination Process			26
Identification and Evaluation of Nominees for Directors			27
Shareholder Recommendations and Nominations			27
Code of Conduct			28
Anti-Hedging and Anti-Pledging Policy			28
Corporate Governance Guidelines			28
Shareholder Communications with the Board of Directors			29
Compensation Committee Interlocks and Insider Participation			29
OUR COMMITMENT TO ENVIRONMENTAL SUSTAINABILITY, SOCIAL RESPONSIBILITY AND CORPORATE GOVERNANCE			30
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			32
Related Party Transaction Policy			32
2021 DIRECTOR COMPENSATION			33
Director Compensation Program			33
Share Ownership Guidelines			34
2021 Director Compensation Table			34
COMPENSATION DISCUSSION AND ANALYSIS—EXECUTIVE COMPENSATION			36
Executive Summary			36
2021 Say-on-Pay Vote and Shareholder Engagement			39
Compensation Components			40
Compensation Mix (CEO and other NEOs)			41
Setting Compensation			41
The Role and Philosophy of our Compensation Committee			42
Compensation Consultant			43
Base Salary			44
Annual Incentives			44
Long-term Incentives			46
Other Employee Benefits and Compensation			49
Compensation Policies and Practices			50
Share Ownership Guidelines			50
Risk Considerations in our Compensation Program			50
COMPENSATION COMMITTEE REPORT			51
2021 Summary Compensation Table			51
2021 Grants of Plan-Based Awards			53
Outstanding Equity Awards at 2021 Fiscal Year End			55
Options Exercised and Stock Vested			57
Potential Payment upon Termination or Change in Control			57
Equity Compensation Plan Information			62
2021 PAY RATIO			63
INFORMATION ABOUT STOCK OWNERSHIP—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64
DELINQUENT SECTION 16(a) REPORTS			68
ADDITIONAL INFORMATION			68
Householding of Proxy Materials			68
Presentation of Accounts			68
Shareholder Proposals and Nominations for the 2021 Annual General Meeting of Shareholders			68
Other Matters			69
Annual Reports			69
EXHIBIT A - PROPOSED AMENDED AND RESTATED ARTICLES OF ASSOCIATION			70

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PROXY STATEMENT

The Board of Directors (the “Board”) of NovoCure Limited (the “Company”, “Novocure”, “we”, “us” or “our”) is soliciting your proxy to vote at our Annual General Meeting of Shareholders (“Annual Meeting”) to be held on Wednesday, June 8, 2022, at 9:00 a.m. U.S. ET, at Second Floor, No. 4 The Forum, Grenville Street, St. Helier, Jersey, Channel Islands JE2 4UF, and any adjournment or postponement of that meeting. Novocure is actively monitoring the coronavirus (COVID-19) developments and related guidance issued by public health authorities. The health and well-being of Novocure’s employees and shareholders are paramount. We may hold a virtual-only Annual Meeting via live webcast if it is advisable or required. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be posted on our website and filed with the Securities and Exchange Commission (the “SEC”) as additional proxy material.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability to holders of record of our ordinary shares (“Ordinary Shares”) as of April 5, 2022 (the “Record Date”). All shareholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability, or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail or e-mail may be found in the Notice of Internet Availability and on the website referred to in the Notice of Internet Availability, including instructions on how to request paper copies on an ongoing basis. On or about April 25, 2022, we are making this Proxy Statement available on the Internet and are mailing the Notice of Internet Availability to all shareholders entitled to vote at the Annual Meeting.

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), which contains financial statements for the fiscal year ended December 31, 2021, accompanies this Proxy Statement if you have requested and received a copy of the proxy materials in the mail. Shareholders that receive the Notice of Internet Availability can access this Proxy Statement and the Annual Report at the website referred to in the Notice of Internet Availability. The Annual Report and this Proxy Statement are also available on our investor relations website at www.novocure.com and at the website of the SEC at www.sec.gov. You also may obtain a copy of the Annual Report, without charge, by writing to Investor Relations, NovoCure Limited, 20 Valley Stream Parkway, Suite 300, Malvern, Pennsylvania 19355, USA.

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PROXY STATEMENT SUMMARY

This Summary highlights certain information included in this Proxy Statement. This Summary does not contain all of the information that you should consider prior to voting. Please review the complete Proxy Statement and the Annual Report that accompanies the Proxy Statement for additional information.


2022 ANNUAL MEETING OF SHAREHOLDERS


Date and Time:			Wednesday, June 8, 2022, at 9:00 a.m. U.S. ET

Place:			Second Floor, No. 4 The Forum,
			Grenville Street, St. Helier, Jersey, Channel Islands JE2 4UF

Record Date:			April 5, 2022

Voting Deadline:			Votes submitted by Internet, telephone or mail must be received by 11:59 p.m. ET on June 5, 2022 to be counted. Shareholders may also vote in person at the Annual Meeting.


VOTING MATTERS AND BOARD RECOMMENDATIONS


Voting Matter	Board Recommendation	Page Number with More Information
Election of director nominees	FOR all nominees	12
Approval and ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (“EY Global”) as our auditor and independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022	FOR	16
Non-binding advisory vote to approve executive compensation	FOR	17
Amendment and Restatement of our Articles of Association	FOR	19


GENERAL INFORMATION


Stock Symbol			NVCR
Exchange			NASDAQ Global Select Market
Ordinary Shares Outstanding on the Record Date			104,570,476
Registrar and Transfer Agent			Computershare Shareowner Services LLC
Principal Executive Office			Second Floor, No. 4 The Forum, Grenville Street St. Helier, Jersey, Channel Islands JE2 4UF
Corporate Website			www.novocure.com

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DIRECTOR NOMINEES

You have the opportunity to vote on the election of the following director nominees whose terms of office are up for renewal. Additional information regarding each director nominee’s experience, skills and qualifications to serve as a member of our Board can be found in the Proxy Statement under Proposal 1 – Election of Directors. All of our directors are being elected for a one-year term at the 2022 annual general meeting of shareholders.

Name

Age

Years on Board

Occupation

Independent

Committees

Asaf Danziger

Chief Executive Officer, Novocure

None

William Doyle

Executive Chairman, Novocure

None

Jeryl Hilleman

Former Chief Financial Officer of Intersect ENT, Inc.

Yes

Audit

David Hung

Founder, President and Chief Executive Officer, Nuvation Bio Inc.

Yes

Nominating and Corporate Governance

Kinyip Gabriel Leung

Former Vice Chairman, Novocure Board

Yes

Compensation

Martin Madden

Former Vice President Research and Development of DePuy-Synthes of Johnson & Johnson

Yes

Audit; Compensation

Timothy Scannell

Executive Advisor, Stryker Corporation

Yes

Audit, Nominating and Corporate Governance

William Vernon

Former Chief Executive Officer of Kraft Foods Group, Inc.

Yes

Compensation

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BOARD HIGHLIGHTS

The statistics below relate to our current directors, including nominees:

•78% of our Board members are independent

•Average age of directors is 61

•Average tenure of directors is eight years

•22% of our Board members identify as female

•Highly qualified directors reflect broad mix of business backgrounds, skills and experiences

•67% of directors have international experience

•44% of directors have experience as a public company CEO or executive chair in the past five years

Independent

Non-independent

Summary of Experience, Qualifications, Attributes and Skills

Hilleman

Hung

Leung

Madden

McCoy

Scannell

Vernon

Danziger

Doyle

Public Company CEO / Exec. Chair (past 5 years)

✔

Senior Executive Leadership

✔

Commercial

✔

Corporate Governance

✔

Cybersecurity

Financial Literacy

✔

International

✔

Pharmaceuticals / Medical Device

✔

Product Development

✔

Risk Management

✔

Planned Committee Membership

Audit

Chair

✔

Compensation

✔

Chair

Nominating and Corporate Governance

✔

Chair

✔

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The table below provides certain highlights of the composition of our Board members and nominees as of the record date, with categories as set forth by Nasdaq Listing Rule 5605(f):


Board Diversity Matrix (As of April 5, 2022)
Total Number of Directors: 9
	Female	Male	Non-Binary	Did Not Disclose Gender
Gender Identity
Directors	2	7	—	—
Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	2	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	4	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—


CORPORATE GOVERNANCE HIGHLIGHTS

•Separate Executive Chairman of the Board and Chief Executive Officer positions

•Strong Lead Independent Director position

•Three fully independent Board committees

•Executive session of independent directors held at each regularly-scheduled Board meeting

•Frequent Board and committee meetings to ensure awareness and alignment

◦Five Board meetings in 2021

◦20 standing committee meetings in 2021

•Directors attended 100% of Board and committee meetings held in 2021

•Annual Board and committee self-assessments and discussions with individual directors

•Strong clawback and anti-hedging/anti-pledging policies

•Senior executives do not receive tax gross-ups on severance or change in control benefits

•Significant share ownership requirements for directors and senior executives

•Our Board and its committees have an active role in risk oversight

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2021 CORPORATE ACHIEVEMENTS

Increased acceptance of Tumor Treating Fields ("TTFields")

•Active patient growth of 5% year-over-year, with 3,587 active patients on Optune® and Optune Lua™ at December 31, 2021

•Total prescription growth of 1% year-over-year, with 5,662 prescriptions received in 2021

•TTFields was cited in over 2,750 scientific publications, a 37% year-over-year increase

•Completed purchase of new office space intended to house a world-class training and development center to educate physicians and partners about TTFields technology

Advanced our clinical and product development pipelines

•Enrolled last patient in the phase 3 pivotal INNOVATE-3 clinical studies, evaluating the efficacy of TTFields together with paclitaxel in recurrent ovarian cancer

•Enrolled last patient in the phase 3 pivotal LUNAR clinical studies, evaluating the efficacy of TTFields together with immune checkpoint inhibitors or docetaxel in non-small cell lung cancer

•Enrolled last patient in phase 2 pilot EF-31 clinical studies in partnership with Zai Lab, testing the safety and efficacy of TTFields together with chemotherapy for the treatment of gastric cancer

•Launched phase 2 pilot KEYNOTE B36 clinical studies in partnership with MSD, a tradename of Merck, evaluating TTFields together with the anti-PD-1 therapy pembrolizumab for the treatment of non-small cell lung cancer

•Entered into a clinical studies collaboration with Roche to develop TTFields together with the anti-PD-L1 therapy atezolizumab in metastatic pancreatic cancer

•Presented final data from the phase 2 pilot HEPANOVA clinical studies, testing TTFields together with sorafenib in patients with advanced liver cancer

Adapted and built our talent pool

•Expanded executive leadership team to further solidify and strengthen leadership capability in preparation for an anticipated period of significant innovation and growth

•Successfully transitioned work force from a predominantly virtual setting to a hybrid setting in response to the COVID-19 pandemic

•Increased total employee headcount to 1,167 as of December 31, 2021, a year-over-year increase of 14%

Created shareholder value by building a profitable business

•Generated $535 million in annual net revenues, representing 8% annual growth compared to 2020

•Invested a record $201 million in research and development initiatives, enabled by the financial strength of our commercial business

•Achieved full year gross margin of 79% in 2021

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•Cash, cash equivalents and short-term investments totaling $938 million at December 31, 2021, an increase of over $95 million from December 31, 2020


EXECUTIVE COMPENSATION HIGHLIGHTS

The primary objectives of our executive compensation program are to attract, retain and motivate superior executive talent, to provide incentives that reward the achievement of performance goals that we believe support the enhancement of shareholder value and to align the executives’ interests with those of shareholders through long-term incentives. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our shareholders’ long-term interests:

WHAT WE DO

WHAT WE DON'T DO

✔

Pay for performance

No plans that encourage excessive risk

✔

Pay competitively

No share option repricing

✔

Align compensation with shareholder interests

No gross-ups in the event of a change in control

✔

Double trigger change in control provisions

No excessive perks

✔

Independent compensation consultant

No special health or welfare benefits

✔

Robust stock ownership and retention guidelines

✔

Clawback and recoupment policy

✔

Anti-hedging and anti-pledging policy

✔

Annual say-on-pay vote

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SEC Form DEF 14A filed by NovoCure Limited