NOVOCURE LTD (NVCR)
Sector: Health Care
2026 Annual Meeting Analysis
NOVOCURE LTD · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Danziger has served on the board since 2012 and was CEO through 2024, giving him full accountability for the company's 3-year stock decline of -79.8%, which trails the compensation peer group median by 75.3 percentage points (well above the 20pp trigger for negative absolute TSR) and trails the IHI — iShares US Medical Devices ETF by 75.9 percentage points (well above the 30pp ETF threshold); the 5-year gap of -64.1pp versus peers also exceeds the applicable 20pp threshold, confirming this is sustained underperformance with no 5-year mitigant available.
Mr. Doyle has served as Executive Chairman and board member since 2004, making him fully accountable for the company's catastrophic 3-year stock decline of -79.8%, which lags the compensation peer group median by 75.3 percentage points (exceeding the 20pp trigger) and lags the IHI — iShares US Medical Devices ETF by 75.9 percentage points (exceeding the 30pp ETF threshold); the 5-year underperformance of -64.1pp versus peers confirms the decline is not a short-term blip, so no 5-year mitigant applies.
Ms. Hilleman has served since 2018, giving her full tenure overlap with the 3-year underperformance period during which the stock fell -79.8% versus a peer group median of -4.5% (a gap of -75.3pp, far exceeding the 20pp trigger for negative absolute TSR) and versus the IHI — iShares US Medical Devices ETF by 75.9pp; the 5-year relative underperformance of -64.1pp also exceeds the threshold, confirming sustained decline with no mitigant.
Dr. Hung has served since 2018 and is fully accountable for the 3-year stock decline of -79.8%, trailing the peer median by 75.3pp and the IHI — iShares US Medical Devices ETF by 75.9pp (both well above their respective triggers); additionally, as a sitting CEO of Nuvation Bio who also serves on the NVCR board, he holds 2 outside public board seats, which triggers the overboarding threshold under the policy for sitting CEOs.
Mr. Leung has served since 2011 and has been a board member throughout the entire period of the company's severe stock decline of -79.8% over three years, which trails the peer median by 75.3pp (exceeding the 20pp trigger) and trails the IHI — iShares US Medical Devices ETF by 75.9pp (exceeding the 30pp ETF threshold); the 5-year gap of -64.1pp versus peers confirms this is sustained, long-term underperformance with no mitigant.
Mr. Madden has served since 2017, giving him full tenure overlap with the 3-year period during which the stock declined -79.8%, lagging the peer median by 75.3pp (far above the 20pp trigger) and the IHI — iShares US Medical Devices ETF by 75.9pp; the 5-year underperformance of -64.1pp versus peers also exceeds the threshold, so no mitigant applies.
Mr. Scannell joined in February 2021, giving him well over 24 months of tenure and full overlap with the 3-year underperformance period during which the stock fell -79.8% versus the peer median of -4.5% (a gap of -75.3pp, far above the 20pp trigger) and versus the IHI — iShares US Medical Devices ETF by 75.9pp; the 5-year peer gap of -64.1pp also exceeds the threshold confirming sustained underperformance.
Mr. Vernon has served since 2006 and is fully accountable for the company's 3-year stock decline of -79.8%, which lags the peer group median by 75.3pp (far exceeding the 20pp trigger for negative absolute TSR) and the IHI — iShares US Medical Devices ETF by 75.9pp; the 5-year relative underperformance of -64.1pp versus peers confirms the decline is sustained and no 5-year mitigant is available.
For Analysis
Mr. Leonard is being nominated for the first time as a director and has served as CEO only since December 1, 2025, well within the 24-month exemption window; he is not subject to the TSR underperformance trigger.
Dr. Ocean was elected to the board in February 2023, which is approximately 3 years ago, but as the 3-year underperformance period significantly predates her joining and her tenure covers less than the full underperformance window, the policy treats her as a director who joined during an already-underperforming period; given the short tenure overlap and the 24-month boundary being close, a FOR vote is appropriate with the note that shareholders should monitor her tenure going forward.
Ms. Stafford was elected in March 2023 and her tenure is approximately 3 years, placing her near the boundary of the 24-month exemption; given that the underperformance was already well-established before she joined and her tenure covers less than the full 3-year measurement window, a FOR vote is appropriate with acknowledgment that she joined during an already-underperforming period.
The board has 11 nominees. Eight long-tenured directors are voted AGAINST due to severe and sustained stock underperformance: NVCR's 3-year stock return of -79.8% trails the compensation peer group median by 75.3 percentage points and the IHI — iShares US Medical Devices ETF by 75.9 percentage points, both far exceeding their respective policy thresholds; the 5-year peer gap of -64.1pp confirms no recovery trend. Three directors receive FOR votes: Frank Leonard (new nominee, 24-month exemption applies), Allyson Ocean, and Kristin Stafford (both joined in early 2023 during an already-underperforming period with limited tenure overlap). Dr. Hung also triggers the overboarding rule as a sitting CEO holding 2 outside board seats.
Say on Pay
✓ FORCEO
Frank Leonard
Total Comp
$6,975,329
Prior Support
97.5%%
The CEO's total reported compensation of approximately $6.975 million is within a reasonable range for a newly appointed CEO at a $1.4 billion medical device company, and the prior year Say on Pay vote received overwhelming support of 97.5%, indicating no unresolved shareholder concern. The company's pay program includes a meaningful mix of variable compensation in the form of time-based restricted share units, stock options, and performance-based share awards tied to multi-year metrics, satisfying the pay mix requirement. While the stock has severely underperformed peers, the variable pay structure — particularly performance-based awards — appears to be genuinely at risk and tied to outcomes, and the overall pay level does not appear to exceed benchmarks by a threshold that would trigger a No vote.
Auditor Ratification
✓ FORAuditor
Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (EY Global)
Tenure
23 yrs
Audit Fees
$962,000
Non-Audit Fees
$233,000
Non-audit fees (tax fees of $175,000 plus other fees of $58,000 = $233,000) represent approximately 24% of audit fees ($962,000), well below the 50% threshold that would raise independence concerns; EY Global has audited NovoCure since 2003 (approximately 23 years), which is below the 25-year tenure trigger; and as a Big 4-affiliated firm, EY Global is appropriate for a $1.4 billion company.
Overall Assessment
This is a challenging ballot for NovoCure shareholders: the company's stock has lost nearly 80% of its value over the past three years, dramatically underperforming both its compensation peers and the IHI — iShares US Medical Devices ETF, triggering Against votes for eight of eleven director nominees including the Executive Chairman and former CEO who bear primary accountability for that performance. The auditor ratification and Say on Pay proposals both pass their respective policy screens and receive For votes, while the equity plan increase (Proposal 4) falls outside the scope of this policy.
Compensation Peer Group
31 companies disclosed in 2026 proxy filing