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NovoCure Ltd NVCR

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$7,106,650

+116.7% year-over-year

Peer churn

+9 −17

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

Peer Group
— · 7 → 9 members
0 kept · +9 · −7
Added
10x Genomics, Inc. (TXG) · INCYTE CORP (INCY) · ALNYLAM PHARMACEUTICALS, INC. (ALNY) · Inspire Medical Systems, Inc. (INSP) · INSULET CORP (PODD) · CRISPR Therapeutics AG (CRSP) · Teladoc Health, Inc. (TDOC) · EXELIXIS, INC. (EXEL) · Zai Lab Ltd (ZLAB)
Removed
10x Genomics, Inc. (TXG) · Guardant Health, Inc. (GH) · TG THERAPEUTICS, INC. (TGTX) · CRH PUBLIC LTD CO (CRH) · INCYTE CORP (INCY) · CRISPR Therapeutics AG (CRSP) · Teladoc Health, Inc. (TDOC)
2024 Peer Group
— · 10 → 0 members
0 kept · +0 · −10
Removed
HORIZON BANCORP INC /IN/ (HBNC) · ALNYLAM PHARMACEUTICALS, INC. (ALNY) · INCYTE CORP (INCY) · Inspire Medical Systems, Inc. (INSP) · CRISPR Therapeutics AG (CRSP) · INSULET CORP (PODD) · DEXCOM INC (DXCM) · Teladoc Health, Inc. (TDOC) · Exact Sciences Corporation · Zai Lab Ltd (ZLAB)

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Ashley CordovaFormer Chief Executive Officer	ChangedCEO	$6,091,704 2024	$13,198,354 2025	+$7,106,650	+116.7%	+2.7 pp
Asaf DanzigerChief Executive Officer	RemovedCEO	$1,539,088 2024	—	—	—	—
Frank LeonardChief Executive Officer	AddedCEO	—	$6,975,329 2025	—	—	—
Uri WeinbergChief Medical and Innovation Officer	Changed	$5,055,906 2024	$4,159,945 2025	-$895,961	-17.7%	-5.0 pp
Barak Ben-AryeGeneral Counsel	Removed	$4,799,381 2024	—	—	—	—
Christoph BrackmannChief Financial Officer	Added	—	$4,163,398 2025	—	—	—
Francis LeonardExecutive Vice President, President Novocure US	Removed	$5,823,930 2024	—	—	—	—
Michael PuriChief Human Resources Officer	Added	—	$3,933,893 2025	—	—	—
Nicholas LeupinFormer Chief Medical Officer	Added	—	$3,999,041 2025	—	—	—

Governance

Policy guardrails

change in control
Unchanged
Not extracted → Not extracted
“COMPENSATION DISCUSSION AND ANALYSIS Executive Summary This section discusses and analyzes the decisions we made concerning the compensation of our NEOs for 2025. It also describes the process for determining executive c…”
clawback
Unchanged
present → present
“Recoupment Policy and other internal business and operational approval processes.”
compensation committee
Unchanged
Compensation Committee → Compensation Committee
“Our Compensation Committee believes that the PSUs awarded to Mr”
compensation consultant
Unchanged
independent → independent
“independent compensation consultant monitored our performance and did not make any significant changes to our compensation philosophy”
hedging
Unchanged
Not extracted → Not extracted
“COMPENSATION DISCUSSION AND ANALYSIS Executive Summary This section discusses and analyzes the decisions we made concerning the compensation of our NEOs for 2025. It also describes the process for determining executive c…”
pledging
Unchanged
Not extracted → Not extracted
“COMPENSATION DISCUSSION AND ANALYSIS Executive Summary This section discusses and analyzes the decisions we made concerning the compensation of our NEOs for 2025. It also describes the process for determining executive c…”
stock ownership guidelines
Unchanged
present → present
“Share Ownership Guidelines”

Performance markers

Metric facts

ceo pay ratio
Changed
10.88 to 1 → 84 to 1
Numeric delta: +73.12
“November 30, 2025. We have estimated the median of the 2025 annual total compensation of our employees, excluding our CEO, to be $148,799. The 2025 annualized total compensation of Ms. Cordova as reported in the Summary …”
median employee compensation
Changed
$141,515 → $148,799
Numeric delta: +7284.00
“of our employees outside the U.S. were converted to U.S. dollars using the currency exchange rates used for organizational planning purposes. We did not make any cost of living adjustments. For purposes of this disclosur…”
revenue
Changed
$800 million → $951.5 million
Numeric delta: +151500000.00
“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 t…”
time equity mix
Changed
25% → 50%
Numeric delta: +25.00
“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 Tab…”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

45% shingled-prose overlap between the two filings.

2025: 57,828 chars · 2026: 51,763 chars

Committee Report:14% overlap (6,000 → 5,999 chars)
Pay Ratio (Item 402(u)):12% overlap (60,000 → 60,000 chars)
Say-on-Pay proposal:92% overlap (2,926 → 2,926 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

72 new74 changed99 removed138 unchanged

changedThis section discusses and analyzes the decisions we made concerning the compensation of our NEOs for 2025. 2024.
changedOur NEOs for 2025 2024are:
newNameTitleFrank LeonardChief Executive Officer (1)Ashley CordovaChief Executive Officer and director (2)Christoph BrackmannChief Financial OfficerNicolas LeupinChief Medical Officer (3)Michael PuriChief Human Resources OfficerUri WeinbergChief Medical and Innovation Officer (4)
new(1) Mr. Leonard was appointed Chief Executive Officer on December 1, 2025.
new(2) Ms. Cordova resigned as Chief Executive Officer and director on November 30, 2025.
new(3) Dr. Leupin resigned as Chief Medical Officer on February 25, 2026.
new(4) Dr. Weinberg was appointed our Chief Medical Officer on February 25, 2026.
new2025 Performance Highlights
changed•Over Overthe course of 2025, 2024,our management team, the Compensation Committee and its independent compensation consultant monitored our performance and did not make any significant changes to our compensation philosophy.
changedOur 2025 2024notable achievements include:
changed•As of December 31, 2025, 4,620 2024,4,126active patients were using Optune Gio® Gioand Optune Lua®, Lua,an increase of 12% 10%from year-end 2024. 2023.
changed•In 2025, 7,035 2024,6,472total prescriptions were received, an increase of 9% 6%compared to 2024. 2023.
new•Received CE Mark for the use of Optune Lua for the treatment of adult patients with metastatic non-small cell lung cancer ("NSCLC") concurrent with immune checkpoint inhibitor or docetaxel who have progressed on or after a platinum-based regimen.
newFollowing receipt of CE Mark, Novocure received local registration and launched Optune Lua for the treatment of NSCLC in Germany.
new•Received approval from Japan's Ministry of Health, Labour and Welfare for the use of Optune Lua concurrent with PD-1/PD-L1 inhibitor for the treatment of adult patients with unresectable advanced or recurrent NSCLC who have progressed on or after platinum-based chemotherapy.
new•Received a positive coverage determination from Spain's Ministry of Health for the use of Optune Gio to treat adult patients with newly diagnosed glioblastoma through the Spanish National Health System.
changed•Presented final data •Announcedpositivetop-lineresultsfrom the Phase 3 PANOVA-3 clinical trial, which explored the efficacy and safety of TTFields therapy together with gemcitabine and nab-paclitaxel for the treatment of unresectable, locally-advanced pancreatic cancer at the 2025 American Society of Clinical Oncology Annual Meeting. cancer.
newThe results of the PANOVA-3 trial were simultaneously published in the Journal of Clinical Oncology.
newFollowing publication of final data, a premarket approval application for the treatment of locally advanced pancreatic cancer was submitted to the U.S. Food and Drug Administration ("FDA").
changed•Presented final data •Announcedresultsfrom the Phase 3 METIS clinical trial, which explored the efficacy and safety of TTFields therapy together with best supportive care for the treatment of brain metastases from NSCLC following stereotactic radiosurgery at the 2025 American Society for Radiation Oncology Annual Meeting. radiosurgery.
newThe results of the METIS trial were simultaneously published in the International Journal of Radiation Oncology Biology and Physics.
newFollowing publication of final data, a premarket approval application for the treatment of brain metastases from NSCLC was submitted to the FDA.
new•Announced the promotion of then President, Frank Leonard, to the role of Chief Executive Officer ("CEO"), effective December 1, 2025.
changed•Generated $655 $605million in annual net revenues, an increase of 8% 19%compared to 2024. 2023.
changed•Cash, cash equivalents and short-term investments totaling $448 $960million as of December 31, 2025. 2024.
changedOur Board and Compensation Committee determined that the Company met most of the predetermined targets in furtherance of our corporate objectives in 2025. 2024.
changedBased on the level of achievement, upon the recommendation of our Compensation Committee, our Board determined that our NEOs earned incentive bonuses at 100% 90%of target for 2025 2024(as described further in the section entitled “Annual Incentives”), demonstrating alignment between actual performance results and pay outcomes.
changed2025 2024Say-on-Pay Vote and Shareholder Engagement
changedAt our 2025 2024Annual Meeting, our shareholders expressed support for our executive compensation program, with 97.5% 98.2%of the votes cast (excluding abstentions and broker non-votes) voting in favor of the compensation of our NEOs as disclosed in the 2025 2024proxy statement.
changedIn 2025, 2024,as part of our ongoing shareholder outreach efforts, we reached out to the top twenty contactedshareholderscomprisingapproximately56%oftotalownershipof our largest shareholders OrdinarySharesand engaged in discussion with each of those shareholders who expressed an interest in meeting with us.
changedThe Chair of our Compensation Committee (who is also our Lead Director) and the formerChair of our Nominating and Corporate Governance Committee were made available to these shareholders if they wished to include them in these discussions.
changedIn 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. offeringandsettoexpirein2025.
changedThe 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 wasapprovedbyour 2025 Employee Share Purchase Plan, which replaced shareholdersatthe Employee Share Purchase Plan. 2024AnnualGeneralMeetingofShareholders.
newBoth plans were ultimately approved by our shareholders.
changedElementDesignPurposeKey 2025 2024ActionsBase SalaryFixed compensation component.
changedReviewed annually and adjusted as appropriate.Intended to attract and retain executives with proven skills and leadership abilities that will enable us to be successful.Base salaries for all NEOs were reviewed and the base salary for onlyone NEO was adjusted to align with the market and for individual performance.
changedPayable based on business results (e.g. increased adoption of TTFields, regulatory achievements, financial performance, etc.) and individual performance.Intended to motivate and reward executives for successful execution of strategic priorities.Targets as a percentage of base salary were established at the beginning of 2025 2024for each NEO, with payments reflecting achievements of our key corporate goals and individual performance as determined by the Compensation Committee.
changedDelivered in 2025 2024as time-vested RSUs, share options and performance-based restricted share unit awards, the value of which will depend on share price performance and achievement of predetermined targets.Intended to motivate and reward executives for long-term Company financial performance and enhanced long-term shareholder value by balancing compensation opportunity and risk, while encouraging sustained performance and retention.Equity awards granted in 2025 2024to NEOs were targeted at competitive levels commensurate with the high performance and experience of the executive team to encourage exceptional future performance and provide retention value.
changedThe Compensation mix of our CEO and all other NEOs as a group, are presented below and represent the base salaries and annual and long-term incentive target amounts for 2025. 2024.
newThe information presented combines the compensation received by Ms. Cordova and Mr. Leonard in their roles as CEO for the duration in which they served in that role.
changedOur Compensation Committee’s annual compensation review for 2025 2024included 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.
changedOur 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, 2024,except for companies that were included in 2024 2023but were acquired in 2025. 2024.
newThe peer group of publicly-traded companies set forth below was used to analyze 2025 executive compensation:
new10x Genomics, Inc.ImmunocoreAlign TechnologyIncyte CorporationAlnylam Pharmaceuticals, Inc.Inspire Medical Systems, Inc.BeOne Medicines (1)Insulet CorporationBlueprint Medicines (2)iRhythm TechnologiesCRISPR Therapeutics AGTeladoc Health, Inc.Exact Sciences CorporationTransMedicsExelixis, IncZai Lab LimitedGuardant Health(1) BeiGene, Ltd. changed its name to BeOne Medicines after our 2025 executive compensation was established.
new(2) Blueprint Medicines was acquired after our 2025 executive compensation was established.
changedFor retention and competitive considerations, the Company evaluated each NEO’s total cash compensation and total direct compensation levels against the 2025 2024peer group data or survey composite data applicable to each position.
changedOur Compensation Committee made its specific compensation determinations in 2025, 2024,as described further below, with the intention to provide our executive officers with the ability to earn above-market compensation for superior performance in furtherance of the Company’s long-term strategic goals.
changedFor 2025, 2024,our Compensation Committee used information from FW Cook and input from our CEO and our Executive Chairman (except for matters regarding their own pay) and assistance from our Chief Human Resources Officer and the executive compensation team to make compensation decisions and to conduct its annual review of our Company’s executive compensation program.
changedRecruit and retainOur compensation program is designed to support recruitment in the highly competitive labor market in which we compete and retain top talent for our critical roles.
changedFor 2025, 2024,our Compensation Committee retained FW Cook to assist with reviewing the Company’s compensation peer group; conducting market research and analysis on annual and long-term incentive programs, salaries, and equity awards; assisting our Compensation Committee in developing target grant levels and annual salaries for executives and other key employees; advising our Compensation Committee on public company equity programs; providing our Compensation Committee with advice and ongoing recommendations regarding material executive compensation decisions; and reviewing compensation proposals of management.
changedOur Compensation Committee approved a 2025 2024base salary increase for Mr. Leonard Dr.Weinbergfollowing the Committee's review and consideration of relevant factors including market data provided by FW Cook and individual performance.
changedExcept as described in the table below, the 2025 2024base salaries for the other NEOs did not change as compared to the prior year.
newThe 2025 annual base salaries of our NEOs are set forth below (expressed in U.S. dollars ("USD") as established by the Compensation Committee:
newNamed executive officerBase salary ($)Frank Leonard (1)901,837 Ashley Cordova (2)901,837 Christoph Brackmann (3)541,102 Nicolas Leupin (4)553,151 Michael Puri (5)511,089 Uri Weinberg541,102
new(1)Mr. Leonard was appointed our Chief Executive Officer on December 1, 2025.
changedHis base (2)Dr.Weinberg'ssalary is 750,000 Swiss Francs ("CHF") 450,000CHF,effectiveAugust1,2024and is expressed above using an exchange rate equal to the average CHF to U.S. Dollar ("USD") rate for calendar year 2025, 2024,which was 1.2024 1.1363USD per CHF.
newPrior to his appointment, he served as President, with a base salary of $585,000.
new(2)Ms. Cordova resigned as Chief Executive Officer on November 30, 2025.
newHer base salary was 750,000 Swiss Francs ("CHF") and is expressed above using an exchange rate equal to the average CHF to U.S. Dollar ("USD") rate for calendar year 2025, which was 1.2024 USD per CHF.
new(3)Mr. Brackmann's 2025 base salary was 450,000 CHF and is expressed above using an exchange rate equal to the average CHF to USD rate for calendar year 2025, which was 1.2024 USD per CHF.
new(4)Dr. Leupin resigned as Chief Medical Officer on February 25, 2026.
newHis 2025 base salary was 460,000 CHF and is expressed above using an exchange rate equal to the average CHF to USD rate for calendar year 2025, which was 1.2024 USD per CHF.
new(5)Mr. Puri's 2025 base salary was 425,040 CHF and is expressed above using an exchange rate equal to the average CHF to USD rate for calendar year 2025, which was 1.2024 USD per CHF
new(6)Dr. Weinberg's 2025 base salary was 450,000 CHF and is expressed above using an exchange rate equal to the average CHF to USD rate for calendar year 2025, which was 1.2024 USD per CHF.
newUnder their respective employment
changedUndertheirrespectiveemploymentagreements, 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.
changedOur Board-approved annual incentive plan targets for 2025 2024were tied to our corporate objectives, which are described below.
newTargetWeight50% Target Score100% Target Score200% Target ScoreOptune Gio Active Patients as of December 31, 202520%4,100 Active Patients4,300 Active Patients4,400 Active PatientsOptune Lua Patients as of December 31, 202520%200 Active Patients350 Active Patients500 Active PatientsAdjusted EBITDA*20%Greater than or equal to ($87M)Greater than or equal to ($72M)Greater than or equal to ($57M)Total Clinical Trial Enrollments for D58, LUNAR-2 and LUNAR -4 (1)10%345 Total Patients Enrolled405 Total Patients Enrolled435 Total Patients EnrolledAchieve Development Milestones: –METIS and PANOVA-3 Published–New Arrays Ready for Regulatory Review–METIS PMA Submitted to FDA–PANOVA-3 PMA Submitted to FDA30%2 of 4 Milestones Achieved3 of 4 Milestones Achieved4 of 4 Milestones Achieved
new(1) Our LUNAR-4 trial was discontinued in August 2025.
newLUNAR-4 patients enrolled to the date of discontinuation are included and the Compensation Committee approved a reduction of the targets for the patients to have been enrolled over the remainder of 2025.
newTargetWeightActual AchievementScoreWeighted ScoreOptune Gio Active Patients20%4,464 Active Patients200%40%Optune Lua Active Patients20%156 Active Patients—%—%Adjusted EBITDA*20%($25M)200%40%Total Clinical Trial Enrollments for D58, LUNAR-2 and LUNAR -410%430 Patients Enrolled183%18%Achieve Development Milestones30%3 of 4 (Array submission not achieved)100%30%Modifier Adjustment—%Cumulative Achievement128%
changedWith respect to the Optune Gio Active Patient, Adjusted EBITDA and Clinical Trial Enrollment objectives, objective,our Board and Compensation Committee approved an above-target payout, as each of these goals AdjustedEBITDAsignificantly exceeded the target amount.
changedOur Board and Compensation Committee also determined that it was appropriate under the circumstances to modify the aggregate achievement level by a downward anupwardadjustment of 28% 15%to reflect that Optune Lua Active Patients significantly underperformed expectations and that the Company's share price was negatively impacted, notwithstanding givecreditforthe other achievements listed under "2025 "2024Performance Highlights" above.
changedBased on this level of achievement, upon the recommendation of our Compensation Committee, our Board determined that the executive team (including the NEOs) earned incentive bonuses at 100% 90%of target for 2025. 2024.
changedNo individual adjustments were made for any NEO in 2025. 2024.
changedThe table below shows the target bonus award as a percentage of each NEO’s 2025 2024base salary and the actual bonus payments to our NEOs for 2025 2024performance, which were paid on or before April 6, 2026. 4,2025.
newNamed executive officerFY 2025 targetbonus(% Base Salary)Realization (%)corporateachievement/individualperformanceActual FY 2025bonus ($)Frank Leonard (1)68%100%/100%389,644Ashley Cordova (2)90%100%/100%811,653Christoph Brackmann (3)60%100%/100%324,661Nicolas Leupin (4)50%100%/100%276,575Michael Puri (5)50%100%/100%255,545Uri Weinberg (6)50%100%/100%270,551
new(1)Mr. Leonard's cash bonus for 2025 was paid pursuant to his employment agreement in effect prior to becoming our Chief Executive Officer and represents a blended rate of eleven months at 60% and one month at 90%.
new(2)Ms. Cordova was entitled to receive her 2025 cash bonus pursuant to the terms of her employment agreement, notwithstanding her resignation on November 30, 2025 and the amount is expressed in U.S. dollars and paid in CHF.
newExpressed U.S. dollars using an exchange rate equal to the average CHF to USD rate for calendar year 2025, which was 1.2024 USD per CHF

Removed from 2025

NameTitleAsaf DanzigerPresident, Chief Executive Officer and director (1)Ashley CordovaChief Financial Officer (2)Francis LeonardExecutive Vice President and President, Novocure OncologyUri WeinbergChief Innovation OfficerBarak Ben-AryeGeneral Counsel
(1) Mr. Danziger resigned as our Chief Executive Officer, effective December 31, 2024 and became a Senior Advisor to the Chief Executive Officer, effective January 1, 2025.
(2) Ms. Cordova became our Chief Executive Officer, effective January 1, 2025.
38
2024 Performance Highlights
•Received approval of our Premarket Approval ("PMA") application from the U.S. Food and Drug Administration ("FDA") for the use of Optune Lua concurrent with PD-1/PD-L1 inhibitors or docetaxel for the treatment of adult patients with metastatic non-small cell lung cancer ("NSCLC").
Between approval and December 31, 2024, 52 NSCLC prescriptions were received and 20 active patients were on therapy at year-end.
Results from the METIS trial were presented at the at the 2024 American Society of Clinical Oncology Annual Meeting.
•Received Breakthrough Device designation from the FDA for the use of TTFields therapy for the treatment of brain metastases from NSCLC, as well as for the treatment of unresectable, locally-advanced pancreatic cancer.
•Received approval of our PMA supplement from the FDA for the new Head Flexible Electrode ("HFE") transducer array for use with Optune Gio for the treatment of adult patients with glioblastoma ("GBM"), which are thinner and lighter than previous array designs.
Following approval, we began a controlled transition to the HFE array for all patients in the U.S.
•Completed enrollment of the phase 3 TRIDENT clinical trial studying the use of Optune Gio concomitant with radiation and temozolomide.
•Completed enrollment of the phase 2 PANOVA-4 clinical trial studying the use of TTFields therapy together with paclitaxel, gemcitabine, and the PD-L1 inhibitor atezolizumab for the treatment of metastatic pancreatic cancer.
•Launched the phase 3 KEYNOTE D58 clinical trial exploring the use of TTFields therapy together with pembrolizumab and temozolomide for the treatment of newly diagnosed GBM.
•Launched the phase 2 LUNAR-4 clinical trial studying the use of TTFields therapy together with pembrolizumab for the treatment of metastatic NSCLC in patients previously treated with a PD-1/PD-L1 inhibitor and platinum-based chemotherapy.
39
•Announced the retirement of Chief Executive Officer ("CEO"), Asaf Danziger, and the promotion of then Chief Financial Officer, Ashley Cordova, to the role of CEO at year-end 2024.
In anticipation of Ms. Cordova's promotion, announced the hiring of new Chief Financial Officer, Christoph Brackmann, effective January 1, 2025.
•Invested $210 million in research and development initiatives to advance our clinical and product development pipelines.
40
41
42
CEO All Other NEOs
As described below in "Long-Term Incentives - 2020 Performance Awards to CEO and Executive Chairman" (beginning on page 50), Mr. Danziger did not receive any equity awards in 2024.
In March 2020, the Committee granted Messrs.
Doyle and Danziger performance-based restricted share units ("PSUs") to further align their interests with the interests of shareholders by rewarding them for attainment of critical clinical and FDA achievements and share price performance.
The PSU award was granted in lieu of any future annual equity awards during the performance period.
43
The peer group of publicly-traded companies set forth below was used to analyze 2024 executive compensation: 10x Genomics, Inc.Guardant HealthAlign TechnologyHorizon Therapeutics Public Ltd CoAlnylam Pharmaceuticals, Inc.Incyte CorporationBeiGeneInspire Medical Systems, Inc.CRISPR Therapeutics AGInsulet CorporationDexCom, Inc.Teladoc Health, Inc.Exact Sciences CorporationZai Lab Limited
The 2024 annual base salaries of our NEOs are set forth below (expressed in U.S. dollars ("USD"); the base salary for Mr. Danziger is subsequently converted based on a New Israeli Shekel ("NIS") exchange rate of 4 NIS per 1 USD, as established by the Compensation Committee:
Named executive officerBase salary ($)Asaf Danziger700,000 Ashley Cordova (1)525,000 Francis Leonard525,000 Uri Weinberg (2)511,335 Barak Ben-Arye (3)440,000
(1)Effective January 1, 2025, Ms. Cordova's salary increased to 750,000 Swiss Francs ("CHF") upon her appointment as Chief Executive Officer.
Prior to August 1, 2024, Dr. Weinberg's salary was 1,614,768 New Israeli Shekels ("NIS") or $436,471 using an 0.2703 NIS per USD, the average exchange rate for calendar year 2024.
(3)Mr. Ben-Arye's salary is expressed in U.S. dollars and paid in NIS using an exchange rate determined on the date of payment, pursuant to his employment agreement.
TargetWeight50% Target Score100% Target Score200% Target ScoreNew GBM Patient Starts30%4,440 Patients4,700 Patients5,000 PatientsNew Lung Patient Starts15%75 Patients220 Patients365 PatientsReimbursement Pathway Establishment15%NCCN request for guidelines submittedNCCN guidelines establishedNCCN guidelines established including docetaxelClinical Trial Milestones20%METIS topline by April 15, 2024 and PANOVA database lock by November 15, 2024METIS topline by April 15, 2024 and PANOVA database lock by November 15, 2024 plus above budget enrollment for at least 3 of 5 trials, including LUNAR-2METIS topline by April 15, 2024 and PANOVA database lock by November 15, 2024 plus above budget enrollment for all 5 trialsFinal Design Selected for Flex Torso Array10%Material characterized and decided and designs confirmedFinal design selected and COGS in line with budgetArray in V&V testing phaseAdjusted EBITDA*10%Greater than or equal to ($105M)Greater than or equal to ($90M)Greater than or equal to ($90M) with low cost array production at readiness stage
TargetWeightActual AchievementScoreWeighted ScoreNew GBM Patient Starts30%4,546 patients97%29%New Lung Patient Starts15%less than 25—%—%Reimbursement Pathway Establishment15%NCCN request for guidelines submitted50%8%Clinical Trial Milestones20%METIS topline by April 15, 2024 and PANOVA database lock by November 15, 202450%10%Final Design Selected for Flex Torso Array10%Final design selected and COGS in line with budget100%10%Adjusted EBITDA10%$0.8M180%18%Modifier Adjustment15%Cumulative Achievement90%
Named executive officerFY 2024 targetbonus(% Base Salary)Realization (%)corporateachievement/individualperformanceActual FY 2024bonus ($)Asaf Danziger (1)75 %90%/100%508,338Ashley Cordova60 %90%/100%283,500Francis Leonard60 %90%/100%283,500Uri Weinberg (2)50 %90%/100%226,473Barak Ben-Arye (3)50 %90%/100%203,646
(1)Mr. Danziger's cash bonus is converted on a New Israeli Shekel ("NIS") exchange rate of 4 NIS per 1 USD, as determined by the Compensation Committee, and expressed in U.S. dollars.
(2)Dr. Weinberg's cash bonus is expressed in U.S. dollars and was paid half in NIS and half in CHF using an exchange rate determined on the date of payment.
(3)Mr. Ben-Arye's cash bonus is expressed in U.S. dollars and paid in NIS using an exchange rate determined on the date of payment, pursuant to his employment agreement.
As described below in "Long-Term Incentives - 2020 Performance Awards to CEO and Executive Chairman" (beginning on page 50), our CEO did not receive any equity awards in 2024.
In March 2020, the Committee granted our CEO and Executive Chairman longer-term PSUs to further align their interests with the interests of shareholders by rewarding them for attainment of critical clinical and FDA achievements and share price performance.
The awards consist of target shares and outperformance shares.
This PSU award was granted in lieu of any future annual equity awards during the performance period.
The grant date
In 2024, following consultation with FW Cook and careful consideration of analysis and advice on pay competitiveness, incentive plan design, performance measurement, design and use of equity compensation, relevant market practices and trends with respect to the compensation of our executive officers and feedback received from shareholders during our outreach efforts, the Committee granted the NEOs, other than Mr. Danziger, PSUs to further align their interests with the interests of shareholders by rewarding them for attainment of certain key milestones.
(3) all of the following occur on or prior to the vesting date: (i) the Company will have publicly announced final data of its TRIDENT clinical trial, (ii) the Company’s LUNAR-2 clinical trial shall be at least 60% enrolled pursuant to that trial’s protocol as amended through the vesting date, and (iii) the Company’s KEYNOTE D-58 clinical trial shall be at least 60% enrolled pursuant to that trial’s protocol as amended through the vesting date.
(2) 2026 Adjusted EBITDA is greater than ($60 million), and
(3) all of the following occur on or prior to the Vesting Measurement Date: (i) the Company will have publicly announced final data of its TRIDENT clinical trial, (ii) the Company will have publicly announced final data of its LUNAR-4 clinical trial, (iii) the Company’s LUNAR-2 clinical trial shall be at least 80% enrolled pursuant to that trial’s protocol as amended through the vesting date, and (iv) the Company’s
KEYNOTE D-58 clinical trial shall be at least 80% enrolled pursuant to that trial’s protocol as amended through the vesting date.
(2) 2026 Adjusted EBITDA is positive, and
(3) all of the following occur on or prior to the vesting date: (i) the Company will have publicly announced final data of its TRIDENT clinical trial, (ii) the Company will have publicly announced final data of its LUNAR-4 clinical trial, (iii) the Company’s LUNAR-2 clinical trial shall be fully enrolled pursuant to that trial’s protocol as amended through the vesting date, and (iv) the Company’s KEYNOTE D-58 clinical trial shall be fully enrolled pursuant to that trial’s protocol as amended through the vesting date.
If the Company's performance of 2026 Net Revenue or 2026 Adjusted EBITDA falls between any of the Threshold, Target or Outperformance targets, the number of 2024 PSUs paid will be adjusted by linear interpolation between the applicable levels; provided, however, that no Adjusted EBITDA 2024 PSUs shall be payable at or above target number of 2024 PSUs unless the Company achieves positive Adjusted EBITDA for any fiscal quarter from January 1, 2024 through December 31, 2026 as reported in any Quarterly Report on Form 10-Q (or as determinable for the fourth quarter as reported in any Annual Report on Form 10-K).
The awards consist of target shares and outperformance shares.
The PSUs were granted in lieu of any future annual equity awards during the performance period (which ends upon the earlier of achievement of all targets or six years).
Earned target shares and outperformance shares related to the First FDA Approval are eligible to vest on the earlier of the date of vesting of the outperformance shares relating to the Second FDA Approval and the sixth anniversary of the grant date; however, no shares under the awards may vest until the fifth anniversary of the grant date, regardless of when earned.
The PSUs are in lieu of any future equity awards for Messrs.
Doyle and Danziger from the date of grant until the sixth anniversary of the date of grant.
Our Compensation Committee believes that the PSUs awarded to Messrs.
These awards are intended to increase the ownership interests of Messrs.
Doyle and Danziger and benefit shareholders in the following ways:
Executives’ Financial Success is Closely Linked to the Company’s Growth: The PSUs only vest upon the achievement of critical performance targets during the performance period.
As the Company achieves each of these targets, the vesting percentage increases, up to the maximum amount.
If the Company fails to receive one or two FDA approvals during the performance period, 50% or 90%, respectively, of the PSUs will not vest.
The unbalanced vesting structure ensures that a significant number (or all) of the PSUs only vest if one or both FDA approvals are obtained and TSR Vesting Conditions are met, which will likely result in significant shareholder return and directly aligns the executives’ compensation with shareholder interests.
Performance-Based, “At-Risk” Award: Despite the high fair value of the PSUs as shown in the compensation tables in the year of grant, it is not certain what percentage of the PSUs will vest, if at all.
Such percentage is dependent on the Company’s achievement of the targets described above.
High Performance Thresholds: The PSUs set forth five key performance targets that are challenging to meet and that are directly tied to the creation of significant shareholder value over the performance period.
For the executives to achieve full value of the PSU award, the Company will need to receive two FDA approvals to treat two solid tumor cancers with patient incidences multiples higher than our current US market.
For this reason, the unbalanced vesting structure of the PSUs provides that 90% of the award only vests upon achievement of two FDA approvals (40% vests upon achievement of the First FDA Approval and a further 50% vests upon achievement of the Second FDA Approval).
Further, if the executives do not achieve these two very critical targets for the Company, they will not achieve the full value of the PSU award.
The vesting structure and targets are designed to incentivize the executives to achieve two FDA approvals and TSR Vesting Conditions, which are aligned with the creation of significant shareholder value over the performance period and shareholder interests.
Extended Vesting Periods: The PSUs vest only upon achievement of the performance targets.
In addition, the PSUs will not vest any earlier than the third anniversary of the grant date, even if a performance target is achieved prior to the third anniversary of the grant date and any outperformance awards cannot vest until the fifth anniversary of the grant date, even if those targets are achieved earlier.
The extended vesting period is designed to incentivize focus on the long-term interests of the Company and reward achievement of key performance targets over an extended period of time.
The extended vesting periods also serve as a retention mechanism by increasing the incentive for the executives to stay at the Company and not pursue opportunities outside the Company.
No Additional Equity Awards during the Performance Period: The PSU award was granted in lieu of any future annual equity awards during the performance period.
The Committee does not anticipate granting additional equity awards during the performance period to Mr. Doyle (Mr. Danziger retired on December 31, 2024).
When considering the theoretical value of equity awards that would have been granted to the executives during the performance period, we believe shareholders benefit more from this performance-based program that only pays the executives on achievement of key performance targets, rather than the passage of time (for time-based options and RSUs) or shorter-term performance goals.
Service requirement: PSU awards will only vest only if the executive continues to provide service to the Company through the performance period, including the extended vesting period described above.

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