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NovoCure Ltd

For the period ended Jun 3, 2026. Filed Apr 20, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2026 · Filed Apr 20, 2026

NVCR$13.28-2.0%Stored close · as of Nov 6, 2026
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Contents

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.

2026 ANNUAL MEETING OF SHAREHOLDERS

Date and Time:Wednesday, June 3, 2026, 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 6, 2026
Voting Deadline:Votes submitted by Internet, telephone or mail must be received by 11:59 p.m. ET on May 31, 2026 to be counted. Shareholders may also vote in person at the Annual Meeting.

VOTING MATTERS AND BOARD RECOMMENDATIONS

Voting MatterBoardRecommendationPage Number withMore Information
Election of director nomineesFOR all nominees12
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, 2026FOR17
Non-binding advisory vote to approve executive compensationFOR18
Approve the Amended and Restated 2024 Omnibus Incentive PlanFOR19

GENERAL INFORMATION

Stock SymbolNVCR
ExchangeNASDAQ Global Select Market
Ordinary Shares Outstanding on the Record Date115,820,940
Registrar and Transfer AgentComputershare Shareowner Services LLC
Principal Executive OfficeSecond Floor, No. 4 The Forum, Grenville StreetSt. Helier, Jersey, Channel Islands JE2 4UF
Corporate Websitewww.novocure.com

DIRECTOR NOMINEES

You have the opportunity to vote on the election of the following director nominees whose terms of office are expiring, and in the case of Mr. Leonard, who is being nominated for the first time. 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 2026 annual general meeting of shareholders.

NameAgeYears on BoardOccupationIndependentCommittees
Asaf Danziger5914Senior Advisor to Chief Executive Officer, NovocureNoNone
William Doyle6322Executive Chairman, NovocureNoNone
Jeryl Hilleman688Former Chief Financial Officer of Intersect ENT, Inc.YesAudit
David Hung688Founder, President and Chief Executive Officer, Nuvation Bio Inc.YesNominating and Corporate Governance
Frank Leonard46—Chief Executive Officer, NovoCure LimitedNoNone
Kinyip Gabriel Leung6415Former Vice Chairman, Novocure BoardYesNominating and Corporate Governance
Martin Madden659Former Vice President Research and Development of DePuy-Synthes of Johnson & JohnsonYesAudit; Compensation
Allyson Ocean543Professor of Clinical Medicine at the Weill Medical College of Cornell University; Medical oncologist and attending physician in gastrointestinal oncology at NewYork-Presbyterian Hospital/Weill Cornell Medical Center; Medical oncologist at The Jay Monahan Center for Gastrointestinal HealthYesNominating and Corporate Governance
Timothy Scannell615Former President and Chief Operating Officer, Stryker CorporationYesAudit
Kristin Stafford443Chief Financial Officer, Zymeworks Inc.YesCompensation
William Vernon7020Former Chief Executive Officer of Kraft Foods Group, Inc.YesCompensation

BOARD HIGHLIGHTS

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

73% of our Board members are independent

Average age of directors is 60

Average tenure of directors is 9.7 years

27% of our Board members identify as female

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

73% of directors have international experience

45% of directors have experience as a public company Chief Executive Officer ("CEO") or executive chair in the past five years

IndependentNon-independent
Summary of Experience, Qualifications, Attributes and SkillsHillemanHungLeungMaddenOceanScannellStaffordVernonDanzigerDoyleLeonard
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
AuditChair✔✔
CompensationChair✔✔
Nominating and Corporate Governance✔Chair✔

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 5606:

Board Diversity Matrix (As of April 6, 2026)
Total Number of Directors and Nominees: 11
FemaleMaleNon-BinaryDid Not Disclose Gender
Gender Identity
Directors38——
Demographic Background
African American or Black————
Alaskan Native or Native American————
Asian—2——
Hispanic or Latinx————
Native Hawaiian or Pacific Islander————
White35——
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 and committee members held at each regularly-scheduled Board meeting and committee meeting

Frequent Board and committee meetings to ensure awareness and alignment

Five Board meetings in 2025

17 standing committee meetings in 2025

Directors attended 100% of Board and committee meetings held in 2025

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

2025 CORPORATE ACHIEVEMENTS

Increased adoption of Tumor Treating Fields ("TTFields") therapy

As of December 31, 2025, 4,620 active patients were using Optune Gio® and Optune Lua®, an increase of 12% from year-end 2024.

In 2025, 7,035 total prescriptions were received, an increase of 9% compared to 2024.

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. Following receipt of CE Mark, Novocure received local registration and launched Optune Lua for the treatment of NSCLC in Germany.

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.

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.

Advanced our clinical and product development pipelines

Presented final data from 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. The PANOVA-3 trial met its primary endpoint as patients treated with TTFields therapy, gemcitabine and nab-paclitaxel exhibited a statistically significant extension in overall survival compared to patients treated with gemcitabine and nab-paclitaxel alone. The results of the PANOVA-3 trial were simultaneously published in the Journal of Clinical Oncology. Following 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").

Presented final data from 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. The METIS trial met its primary endpoint as patients treated with TTFields therapy and best supportive care demonstrated a statistically significant extension in time to intracranial progression compared to patients treated with best supportive care alone. The results of the METIS trial were simultaneously published in the International Journal of Radiation Oncology Biology and Physics. Following publication of final data, a premarket approval application for the treatment of brain metastases from NSCLC was submitted to the FDA.

Developed and expanded our talent pool

Announced the promotion of then President, Frank Leonard, to the role of Chief Executive Officer, effective December 1, 2025.

Created shareholder value by building a profitable business

Generated $655 million in annual net revenues, an increase of 8% compared to 2024.

Cash, cash equivalents and short-term investments totaling $448 million as of December 31, 2025.

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 DOWHAT WE DON'T DO
✔Pay for performanceXNo plans that encourage excessive risk
✔Pay competitivelyXNo share option repricing
✔Align compensation with shareholder interestsXNo gross-ups in the event of a change in control
✔Double trigger change in control provisionsXNo excessive perks
✔Independent compensation consultantXNo 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
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.