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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

______________________________________________
									
Filed by the Registrant ☑	Filed by a Party other than the Registrant ☐	 	
Check the appropriate box:
						
☑	Preliminary Proxy Statement	
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))	
☐	Definitive Proxy Statement	
☐	Definitive Additional Materials	
☐	Soliciting Material under § 240.14a-12	
NovoCure Limited
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
									
☑	No fee required.	
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.	
	(1)	Title of each class of securities to which transaction applies:
	
	(2)	Aggregate number of securities to which transaction applies:
	
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	
	(4)	Proposed maximum aggregate value of transaction:
	
	(5)	Total fee paid:

									
☐	Fee paid previously with preliminary materials.	
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.	
	(1)	Amount Previously Paid:
	
	(2)	Form, Schedule or Registration Statement No.:
	
	(3)	Filing Party:
	
	(4)	Date Filed:

			

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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	55	10	Chief Executive Officer, Novocure	No	None	
William Doyle	59	18	Executive Chairman, Novocure	No	None	
Jeryl Hilleman	64	4	Former Chief Financial Officer of Intersect ENT, Inc.	Yes	Audit	
David Hung	64	4	Founder, President and Chief Executive Officer, Nuvation Bio Inc.	Yes	Nominating and Corporate Governance	
Kinyip Gabriel Leung	60	11	Former Vice Chairman, Novocure Board	Yes	Compensation	
Martin Madden	61	5	Former Vice President Research and Development of DePuy-Synthes of Johnson & Johnson	Yes	Audit; Compensation	
Timothy Scannell	57	1	Executive Advisor, Stryker Corporation	Yes	Audit, Nominating and Corporate Governance	
William Vernon	66	16	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		X	No plans that encourage excessive risk	
✔	Pay competitively		X	No share option repricing	
✔	Align compensation with shareholder interests		X	No gross-ups in the event of a change in control	
✔	Double trigger change in control provisions		X	No excessive perks	
✔	Independent compensation consultant		X	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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THE PROXY PROCESS AND SHAREHOLDER VOTING	
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
			
Who can vote at the Annual Meeting?	
Only shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 104,570,476 Ordinary Shares issued and outstanding and entitled to vote. On each matter to be voted upon, you have one vote for each Ordinary Share you own as of the Record Date.

What am I being asked to vote on?	
You are being asked to vote on four proposals:
•Proposal 1: To elect the eight directors named in this 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 their offices are vacated;
•Proposal 2: To approve and ratify the appointment, by the Audit Committee of our Board (the “Audit Committee”), of EY Global, as our auditor and independent registered public accounting firm for the fiscal year ending December 31, 2022;
•Proposal 3: To hold a non-binding advisory vote to approve our executive compensation; and
•Proposal 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.
In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How do I vote?	
The procedures for voting, depending on whether you are a shareholder of record or a beneficial owner holding in “street name,” are as follows:

Shareholder of Record—Shares Registered in Your Name	
If you are a shareholder of record, you may vote in any of the following manners:
•To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
•To vote over the Internet prior to the Annual Meeting, follow the instructions provided on the Notice of Internet Availability or on the proxy card by accessing www.proxyvote.com using the control number contained on the Notice of Internet Availability or proxy card.
•To vote by telephone, call 1-800-690-6903 (toll free). You will need to have the control number printed on your Notice of Internet Availability or proxy card available when you call.
•To vote by mail, complete, sign and date the proxy card and return it promptly to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, USA. As long as your signed proxy card is received by June 5, 2022, your shares will be voted as you direct.
Whether or not you plan to attend the Annual Meeting, we urge you to vote by mail, Internet or telephone to ensure your vote is counted. The Internet and telephone voting facilities for eligible shareholders of record will close at 11:59 p.m. ET on June 5, 2022. Proxy cards submitted by mail must be received by 11:59 p.m. ET on June
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5, 2022 to be counted. Even if you have submitted your vote before the Annual Meeting, you may still attend the Annual Meeting and vote in person. In such case, your previously submitted proxy will be disregarded.
As noted below in response to the question, “Could emerging developments regarding the coronavirus (COVID-19) pandemic affect our ability to hold an in-person the Annual Meeting?,” we reserve the right to 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 SEC as additional proxy materials.

Beneficial Owner—Shares Registered in the Name of Broker, Bank or Other Nominee (“Street Name”)	
If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you will receive a voting instruction card from that organization. Simply complete and mail the voting instruction card to ensure that your vote is counted or follow such other instructions to submit your vote by the Internet or telephone, if such options are provided by your broker, bank or other nominee. You are also invited to attend the Annual Meeting. However, to vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other nominee authorizing you to vote at the Annual Meeting. Contact your broker, bank or other nominee to request a proxy form.

How does the Board recommend I vote on the Proposals?	
Our Board recommends that you vote:
•FOR the election of each of the director nominees named in this Proxy Statement (Proposal 1);
•FOR the approval and ratification of the appointment of EY Global as our auditor and independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 2); and
•FOR the non-binding advisory resolution to approve our executive compensation (Proposal 3) and;
•FOR amending and restating our Articles of Association (Proposal 4).

How many votes are needed to approve each proposal?	
With respect to Proposal 1, the election of each of the director nominees, each nominee who receives the affirmative vote of the simple majority of votes cast at the Annual Meeting will be elected. Abstentions and votes by a broker that have not been directed by the beneficial owner to vote (“broker non-votes”) will not be counted for the purposes of determining the number of votes cast and will accordingly have no effect on the outcome of this proposal.
With respect to Proposals 2 and 3, the approval and ratification of the appointment of EY Global as our auditor and independent registered public accounting firm for the fiscal year ending December 31, 2022, the non-binding advisory vote on our executive compensation, the affirmative vote of the simple majority of votes cast is required for approval. Abstentions and broker non-votes will not be counted for the purposes of determining the number of votes cast and will accordingly have no effect on the outcome of these proposals.
With respect to Proposal 4, the approval of a special resolution to amend and restate of our Articles of Association, the affirmative vote of two-thirds of votes cast is required for approval. Abstentions and broker non-votes will not be counted for the purposes of determining the number of votes cast and will accordingly have no effect on the outcome of this proposal.

Who counts the votes?	
Broadridge Financial Solutions, Inc. has been engaged as our independent agent, or “Inspector of Election,” to tabulate shareholder votes.

Can I change my vote after submitting my proxy vote?	
Yes. You can revoke your proxy vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy vote in any one of three ways:
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•You may submit a new vote on the Internet or by telephone or submit a properly completed proxy card with a later date.
•You may send written notice that you are revoking your proxy to our General Counsel, NovoCure Limited, 20 Valley Stream Parkway, Suite 300, Malvern, Pennsylvania 19355, USA. Such notice must be received by June 5, 2022.
•You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
If your shares are held by your broker, bank or other nominee, you should follow the instructions provided by such broker, bank or other nominee to revoke an earlier vote.

What are “broker non-votes”?	
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine.” If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters.
Proposal 2, the approval and ratification of the appointment of EY Global as our auditor and independent registered public accounting firm for the fiscal year ending December 31, 2022, is considered “routine” under applicable rules. A broker or other nominee may generally vote on routine matters without voting instructions from beneficial owners, and therefore no broker non-votes are expected to exist in connection with Proposal 2.
The remaining proposals are considered “non-routine” under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on those proposals. Accordingly, if you own shares in street name through a broker, bank or other nominee, please be sure to provide voting instructions to your nominee to ensure that your vote is counted on each of the proposals.

What if I return a proxy card but do not make specific choices?	
If we receive your signed and dated proxy card and the proxy card does not specify how your shares are to be voted, your shares will be voted “FOR” the election of each of the director nominees, “FOR” the approval and ratification of the appointment of EY Global as our auditor and independent registered public accounting firm for the year ending December 31, 2022, “FOR” the non-binding advisory resolution to approve our executive compensation, and “FOR” the amendment and restatement of our Articles of Association. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who will solicit proxies on behalf of the Board?	
Proxies may be solicited on behalf of the Board by Novocure’s directors, officers and regular employees. Additionally, the Board has retained Alliance Advisors, LLC (“Alliance”), a proxy solicitation firm, to solicit proxies on the Board’s behalf. We will pay Alliance an estimated fee of $25,000 plus costs and expenses. In addition, Alliance and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.
The original solicitation of proxies by mail may be supplemented by telephone, facsimile, Internet and personal solicitation by Alliance, our directors, officers or other regular employees. Proxies may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement.

Who is paying for this proxy solicitation?	
Novocure will pay for the entire cost of soliciting proxies, including the fees due to Alliance, as discussed above. In addition to the mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional
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compensation for soliciting proxies. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the beneficial owners of shares held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

What if I receive more than one Notice of Internet Availability or more than one set of printed proxy materials?	
If you receive more than one Notice of Internet Availability or more than one set of printed proxy materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all of the shares you own, you must follow the instructions for voting on each Notice of Internet Availability or proxy card you receive, as applicable.

How will voting on any business not described in this Proxy Statement be conducted?	
We are not aware of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other matter is properly presented at the Annual Meeting, your proxy will vote your shares using his or her best judgment.

What is the quorum requirement?	
A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority of Ordinary Shares issued and outstanding and entitled to vote on the business being transacted are present in person or represented by proxy at the time when the Annual Meeting proceeds to business.
If you are a shareholder of record, your shares will be counted towards the quorum only if you submit a valid proxy or vote in person at the Annual Meeting. If you are a beneficial owner of shares held in “street name,” your shares will be counted towards the quorum if your broker or nominee submits a proxy for your shares at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If within half an hour from the time appointed for the Annual Meeting there is no quorum or if during the Annual Meeting a quorum ceases to be present, the Annual Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time and place as the directors shall determine.

Could emerging developments regarding the coronavirus (COVID-19) pandemic affect our ability to hold an in-person Annual Meeting?	
As part of our effort to maintain a safe and healthy environment at our Annual Meeting, we are actively monitoring developments regarding the ongoing coronavirus (COVID-19) pandemic and related guidance issued by public health authorities. The health and well-being of Novocure’s employees and shareholders are paramount. We reserve the right to 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 SEC as additional proxy material. We also encourage attendees to review guidance from public health authorities on this issue.

How can I find out the results of the voting at the Annual Meeting?	
Voting results will be announced by the filing of a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting.
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PROPOSAL 1	
ELECTION OF DIRECTORS
Our Articles of Association (“Articles”) provide that our Board may consist of between two (2) and thirteen (13) directors, as determined by our Board from time to time. Our Board currently has nine (9) members. Ms. McCoy, a current director, has tendered her resignation effective as of the date of the Annual Meeting. Mr. McCoy has been a valued member of our Board since 2018 and we thank her for her service to the Company.
Effective from their appointment at the Annual Meeting, directors serve one year terms expiring at the next annual general meeting of shareholders. Each director will hold office until his or her successor has been elected and qualified, or until such director’s earlier death, resignation or removal as provided for in our Articles. If a vacancy arises on our Board during the term of a director’s appointment as a result of death, resignation or removal, then a majority of our directors then in office (acting upon the recommendation of our independent directors or a committee thereof) shall have the power at any time and from time to time to appoint any person to be a director as a replacement to fill the vacancy and such person will serve for the remainder of the term of the director he or she has replaced.
Each person nominated for election at the Annual Meeting has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as our Board may propose.
The following table sets forth, for our director nominees, information with respect to their ages, independence, and length of service on our Board:

Name	Age	Independent	Director
Since	
Asaf Danziger	55	No	2012	
William Doyle	59	No	2004	
Jeryl Hilleman	64	Yes	2018	
David Hung	64	Yes	2018	
Kinyip Gabriel Leung	60	Yes	2011	
Martin Madden	61	Yes	2017	
Timothy Scannell	57	Yes	2021	
William Vernon	66	Yes	2006	

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Nominees for Election to a One-Year Term
Expiring at the 2023 Annual General Meeting of Shareholders	

Asaf Danziger	
Experience: Mr. Danziger has served as our Chief Executive Officer since 2002. From 1998 to 2002, Mr. Danziger was CEO of Cybro Medical, a subsidiary of Imagyn Medical Technologies, Inc., a medical products company.
Education: B.Sc. in material engineering, Ben Gurion University of the Negev, Israel.
Other Public Company Directorships: None.
We believe that Mr. Danziger is qualified to serve on our Board due to his service as our Chief Executive Officer and his extensive knowledge of our Company and industry.

William Doyle	
Experience: Mr. Doyle has served as our Executive Chairman since 2016, as Chairman of the Board since 2009 and as a member of our Board of Directors since 2004. Mr. Doyle has been the managing director of WFD Ventures LLC, a private venture capital firm he co-founded, since 2002. Prior to 2002, Mr. Doyle was a member of Johnson & Johnson’s Medical Devices and Diagnostics Group Operating Committee and was Vice President, Licensing and Acquisitions. While at Johnson & Johnson, Mr. Doyle was also chairman of the Medical Devices Research and Development Council, and Worldwide president of Biosense-Webster, Inc. and a member of the board of directors of Cordis Corporation and Johnson & Johnson Development Corporation, Johnson & Johnson’s venture capital subsidiary. Earlier in his career, Mr. Doyle was a management consultant in the healthcare group of McKinsey & Company. Mr. Doyle is also a member of the Governing Board of the Pershing Square Sohn Cancer Research Alliance. From 2014 to 2016 he was a member of the investment team at Pershing Square Capital Management L.P., a private investment firm and from November 2016 to January 2021, Mr. Doyle served as the Executive Chairman of BlinkHealth LLC, which has developed a pharmacy-as-a-service, e-commerce platform.
Education: S.B. in materials science and engineering, Massachusetts Institute of Technology; M.B.A., Harvard Business School.
Other Public Company Directorships: Director of Elanco Animal Health, Inc. since 2020 and director of Minerva Neurosciences, Inc. since 2017. Formerly a director of OptiNose, Inc. from 2004 to 2020 and Zoetis, Inc. from 2015 to 2016.
We believe Mr. Doyle is qualified to serve on our Board due to his business and investment experience and his extensive knowledge of our Company and our industry. Mr. Doyle is a recognized expert in medical devices commercialization with over 20 years’ experience in the advanced technology and healthcare industries as an entrepreneur, executive, management consultant and investor.

Jeryl Hilleman	
Experience: Ms. Hilleman retired from Intersect ENT, Inc., a medical device company, where she served as chief financial officer from June 2014 to December 2019. Prior to joining Intersect ENT, Ms. Hilleman served as chief financial officer of several public life sciences companies including Ocera Therapeutics, Inc. from 2013 to 2014, Amyris, Inc., from 2008 to 2012, and Symyx Technologies, Inc. from 1997 to 2007.
Education: A.B. in History, Brown University; M.B.A., Wharton Graduate School of Business.
Other Public Company Directorships: Director of Talis Biomedical since 2021, director of Minerva Neurosciences, Inc. since 2018 and director of SI-Bone, Inc. since 2019. From 2005, Ms. Hilleman served as a director of Xenoport, Inc., a biopharmaceutical company, until it was acquired in 2016.
We believe that Ms. Hilleman is qualified to serve on our Board due to her business and accounting experience serving as an executive and director of several biotechnology and oncology companies.

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David Hung	
Experience: Dr. Hung is the founder, president, chief executive officer and director of Nuvation Bio Inc., a biotech company, since April 2018. Dr. Hung was previously chief executive officer and a director of Axovant Sciences, Inc., a pharmaceutical company, from April 2017 to February 2018. As a founder of Medivation Inc. (“Medivation”), a biopharmaceutical company, he served as president, chief executive officer and a director of Medivation from 2004 to 2016. From 1998 until 2001, Dr. Hung was employed by ProDuct Health, Inc., a privately held medical device company, as chief scientific officer from 1998 to 1999 and as president and chief executive officer and director from 1999 to 2001.
Education: A.B. in Biology, Harvard College; M.D., University of California, San Francisco, School of Medicine.
Other Public Company Directorships: Director of Nuvation Bio Inc. since 2019. Formerly a director of ARYA Sciences Acquisition Corp. from 2018 to 2021, of Establishment Labs Holdings Inc. from 2016 to 2021, of Axovant Sciences, Inc. from 2017 to 2018, and of Medivation from 2004 to 2016.
We believe that Dr. Hung is qualified to serve on our Board due to his business leadership experience, his medical background and his experience as an executive in our industry and as the chief executive officer of both clinical and commercial stage pharmaceutical companies.

Kinyip Gabriel Leung	
Experience: Mr. Leung was the Vice Chairman of our Board and an employee of Novocure from 2011 to 2016, coordinating Novocure’s global commercial operations. From 2003 to 2010, he worked for OSI Pharmaceuticals, Inc. (“OSI”), a specialty pharmaceutical company, prior to its acquisition by Astellas Pharma Inc., last serving as executive vice president of OSI and the President of OSI’s Oncology and Diabetes Business. Prior to his tenure at OSI, from 1999 to 2003, Mr. Leung served as group vice president of the global prescription business at Pharmacia Corporation, a global pharmaceutical and healthcare company. From 1991 to 1999, Mr. Leung was an executive at Bristol-Myers Squibb Company, a global pharmaceutical and healthcare company.
Education: B.S. with High Honors, University of Texas at Austin; M.S. in Pharmacy (with a concentration in pharmaceutical marketing), University of Wisconsin-Madison.
Other Public Company Directorships: Formerly a director of Pernix Therapeutics Holdings, Inc. from 2016 to 2019, Albany Molecular Research Inc. from 2010 to 2016 and Delcath Systems, Inc. from 2011 to 2014.
We believe that Mr. Leung is qualified to serve on our Board due to his extensive knowledge of our business as a former employee of Novocure and his experience in our industry, including global management. Specifically, Mr. Leung was responsible for the launch of erlotinib (Tarceva), a chemotherapy drug for non-small cell lung cancer, while at OSI. While at Pharmacia Corporation, Mr. Leung led its oncology franchise with business and medical affairs operations in over 80 countries. At Bristol-Myers Squibb, he oversaw the growth of chemotherapy drugs Taxol and Paraplatin.

Martin Madden	
Experience: Mr. Madden recently retired after a 30-year career at Johnson & Johnson (1986 to January 2017), where he most recently served as vice president research and development of DePuy-Synthes and vice president medical device R&D transformation from February 2016 to January 2017, as vice president new product development, medical devices from July 2015 to February 2016, and as vice president R&D global surgery group from January 2012 to July 2015. Earlier in his career, Mr. Madden was a medical device engineer and innovator, and a leader of cross-functional teams charged with incubating, developing, and launching new products.
Education: M.B.A. with Honors, Columbia University; M.S. with Honors in Mechanical Engineering, Carnegie-Mellon University; B.S. in Mechanical Engineering, summa cum laude, University of Dayton.
Other Public Company Directorships: Director of Microbot Medical Inc. since 2017. Formerly a director of TSO3, Inc. (acquired by Stryker Corporation) (2018- 2019).
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We believe that Mr. Madden is qualified to serve on our Board due to his extensive experience with and his status as a world leader in medical device innovation and new product development. During his thirty year tenure with Johnson & Johnson’s medical device organization, Mr. Madden was an innovator and research leader for nearly every medical device business including cardiology, electrophysiology, peripheral vascular surgery, general and colorectal surgery, aesthetics, orthopaedics, sports medicine, spine, and trauma. As an executive and a vice president of Johnson & Johnson, Mr. Madden served on the management boards of Johnson & Johnson’s Global Surgery Group, Ethicon, Ethicon Endo-Surgery, DePuy-Synthes, and Cordis, with responsibility for research and development – inclusive of organic and licensed/acquired technology. He was also chairman of Johnson & Johnson’s Medical Device Research Council, with responsibility for talent strategy and technology acceleration.

Timothy Scannell	
Experience: Mr. Scannell was elected to our Board in February 2021. He is currently an executive advisor at Stryker Corporation, a position he has held since retiring from his role as President and Chief Operating Officer in September 2021. Mr. Scannell served as President and Chief Operating Officer of Stryker from 2018 to 2021. Prior to this position, he served as group president, responsible for the MedSurg and Neurotechnology businesses at Stryker from 2008-2018. Prior to the group president role, Mr. Scannell served as vice president/general manager of Stryker Biotech and president of Stryker Spine.
Education: University of Notre Dame, B.A. and M.B.A. in business administration.
Other Public Company Directorships: Director since 2014 and Chairman of the Board since 2019 of Insulet Corporation. Director of Renalytix plc since March 2022.
We believe Mr. Scannell is qualified to serve on our Board due to his extensive business experience in our industry and as an executive leading a high-growth med-tech public company.

William Vernon	
Experience: Mr. Vernon has served as our Lead Independent Director since May 2016. Mr. Vernon served as the chief executive officer of Kraft Foods Group, Inc., a food products company, from 2012 to 2014 and also served as its senior advisor through May 2015. From 2009 to 2011, Mr. Vernon served as the president of Kraft Foods North America and an executive vice president of Kraft Foods. From 2006 to 2009, Mr. Vernon served as the healthcare industry partner for Ripplewood Holdings, a private equity firm. From 1982 to 2006, Mr. Vernon held various roles at Johnson & Johnson. He served as company group chairman of DePuy Orthopaedics, a provider of orthopedic products and services, from 2004 to 2005, president of Centocor, a biotechnology company, from 2001 to 2004, president of McNeil Consumer Pharmaceuticals and Nutritionals, Worldwide, an OTC and nutritional products company, from 1999 to 2001 and president of The Johnson & Johnson-Merck Joint Venture, an OTC remedies company, from 1995 to 1999.
Education: B.A. in history, Lawrence University; M.B.A., Northwestern University’s Kellogg School of Management.
Other Public Company Directorships: Director of Nuvation Bio Inc. since 2021 and director of McCormick & Company since 2017. Formerly a director of Intersect ENT Inc., a healthcare equipment company, from 2015 to 2021, a director of The White Wave Foods Company, a food products company, from 2016 to 2017, a director of Axovant Sciences from 2017 to 2018, a director of Medivation, Inc., from 2006 to 2016, and a director of the Kraft Foods Group from 2012 to 2015.
We believe Mr. Vernon is qualified to serve on our Board due to his business and investment experience as an executive in our industry and as the former chief executive officer of a global Fortune 500 company, with particular expertise in marketing.
OUR BOARD RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH NOMINEE NAMED IN THIS PROXY STATEMENT
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PROPOSAL 2	
APPROVAL AND RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board has engaged EY Global as our auditor and independent registered public accounting firm for the year ending December 31, 2022, and is seeking ratification of such appointment by our shareholders at the Annual Meeting. EY Global has audited our financial statements since 2003. Representatives of EY Global are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Jersey company law requires us to appoint an auditor at each annual general meeting to hold office from the conclusion of that meeting to the conclusion of the next annual general meeting. It is therefore proposed that the shareholders approve and thereby ratify the reappointment of EY Global as our auditor and independent registered public accounting firm. If our shareholders fail to approve and ratify the selection, our Audit Committee will reconsider whether or not to retain EY Global. Our Audit Committee will determine the fees to be paid to the auditors for the year ending December 31, 2022.

Principal Accountant Fees and Services	
The following table provides information regarding the fees incurred to EY Global during the years ended December 31, 2021 and 2020. All fees described below were pre-approved by our Audit Committee. 
												
	Year Ended December 31,	
	2021		2020	
Audit Fees (1)	$	829,578 			$	697,930 		
Audit-Related Fees (2)	—		450,000	
Tax Fees (3)	173,532 			177,940 		
Total Fees	$	1,003,110 			$	1,325,870 		
(1)Audit Fees consist of fees billed for professional services performed by EY Global for the audit of our annual financial statements, the review of interim financial statements, and related services that are normally provided in connection with registration statements.
(2)Audit-Related Fees include fees billed by EY Global for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, U.S. Public Company Accounting Oversight Board inspection fees and fees related to the issuance of convertible notes by the Company.
(3)Tax Fees consist of fees for professional services, including tax consulting and compliance services and transfer pricing services performed by EY Global.

			
Pre-Approval Policies and Procedures	
Before an independent registered public accounting firm is engaged by the Company to render audit or non-audit services, our Audit Committee must review the terms of the proposed engagement and pre-approve the engagement.
OUR BOARD AND OUR AUDIT COMMITTEE RECOMMEND A VOTE “FOR” THE APPROVAL AND RATIFICATION OF APPOINTMENT OF EY GLOBAL AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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PROPOSAL 3	
NON-BINDING ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION
Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) enables our shareholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in “Compensation Discussion and Analysis,” the 2021 Summary Compensation Table and the related compensation tables, notes, and narratives in this Proxy Statement. This proposal, known as a “Say-on-Pay" proposal, gives our shareholders the opportunity to express their views on our named executive officers' compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
The Say-on-Pay vote is advisory and, therefore, it is not binding on us, our Board or our Compensation Committee. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our Compensation Committee and our Board will consider when determining executive compensation following the Annual Meeting. Consistent with the preference of our shareholders as determined by the last vote to approve the frequency of our Say-on-Pay vote, we intend to conduct a Say-on-Pay vote annually.
Our compensation programs are designed to support our business goals and promote our long-term profitable growth. Our equity programs are intended to align compensation with the long-term interests of our shareholders. We urge shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. We also encourage you to review the 2021 Summary Compensation Table and other related compensation tables and narratives, which provide detailed information on the compensation of our named executive officers. Our Board and our Compensation Committee believe that the policies and procedures described and explained in the “Compensation Discussion and Analysis” are effective in achieving our goals, and that the compensation of our named executive officers reported in this Proxy Statement has supported and contributed to the Company's recent and long-term success. Accordingly, we ask our shareholders to vote “FOR” the approval of our executive compensation on a non-binding advisory basis.
OUR BOARD RECOMMENDS A VOTE “FOR” THE FOLLOWING NON-BINDING RESOLUTION
RESOLVED, that the compensation of our named executive officers as disclosed in “Compensation
Discussion and Analysis,” the 2021 Summary Compensation Table and the related compensation tables,
notes, and narratives in this Proxy Statement is hereby APPROVED.
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PROPOSAL 4	
APPROVAL OF AMENDMENT AND RESTATEMENT OF OUR
ARTICLES OF ASSOCIATION
Background
Our Board has unanimously declared advisable and recommends that shareholders approve an amendment and restatement of our Articles of Association (the "Amendment"). The changes to the Articles of Association reflected in the Amendment focus on five areas: (i) designating the federal district courts of the United States as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended (the "Securities Act"), unless we consent to an alternative forum, (ii) allowing our shareholders to approve ordinary and special resolutions by written consent in addition to at a general meeting of shareholders, (iii) allowing meetings of shareholders to be held 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) administrative revisions to remove obsolete references. The description of the Amendment is qualified in its entirety by the full text of the Amended and Restated Articles of Association attached to this Proxy Statement as Appendix A. The changes reflected in the Amendment are highlighted.
As more fully described below, we believe that the Amendment will reduce the risk that we could become subject to duplicative litigation and inconsistent outcomes, and increase the efficiency with which our shareholders will be able to adopt resolutions subject to the constraints of Jersey law.

Reasons for the Proposal
Federal Court Jurisdiction for Securities Act Claims
Our Board believes that designating the federal district courts of the United States as the exclusive forum for claims brought under the Securities Act promotes the efficient resolution of such claims and avoids duplicative lawsuits being brought in multiple jurisdictions. In the past, a group of shareholders sought to litigate federal Securities Act claims against us in state court. In that instance, we were able to convince that court that the claims presented were more appropriate to federal court adjudication; however, we had to incur significant expense to remove the claims to federal court and there can be no assurance that future claims will be likewise removed.
The ability for plaintiffs to litigate claims under the Securities Act in state courts may mean that similar claims could be brought in different jurisdictions, and those courts might not apply the relevant law in the same manner as federal courts or other state courts. In addition, the Board considered the fact that the federal courts are widely regarded as the leading courts for the determination of securities law disputes in terms of precedent, experience and focus. We expect this will provide us and our shareholders with more consistency and predictability regarding the outcome of these disputes, which can minimize the time, cost and uncertainty of litigation for all parties.
Some plaintiffs might prefer to litigate claims under the Securities Act in a state court because it may be more convenient or viewed as being more favorable to them, or for other reasons. Our Board believes that the substantial benefits to us and our shareholders as a whole from designating the federal district courts of the United States as the exclusive forum for litigation arising under the Securities Act outweigh these concerns.
There is uncertainty as to whether courts will enforce the provision requiring claims arising under the Securities Act to be brought in the federal district courts of the United States. If the exclusive forum provision contemplated by the Amendment is found to be unenforceable in a particular action, we may incur additional costs associated with resolving such an action or the validity of the provision on appeal. Conversely, the provision contemplated by the Amendment might impose additional litigation costs on plaintiffs who assert that the provision is not enforceable or is invalid. The state or federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a plaintiff considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than to potential plaintiffs.
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Written Consents by Shareholders
Our current Articles of Association prohibits the adoption of an ordinary or special resolution of shareholders by written consent. The consequence of this prohibition means we or a shareholder or group of shareholders must expend the time and resources necessary to call for and conduct a General or Extraordinary Meeting of Shareholders to approve any such resolution. Our Board believes it is in our and our shareholders best interests to allow ordinary and special shareholder resolutions to be adopted by written consent, consistent with Jersey law. Jersey law requires that any ordinary or special resolution adopted by written consent be signed by all shareholders entitled to vote on such resolution.
The Amendment would provide that shareholders may adopt an ordinary or special resolution in writing, if all of the following conditions are met:
1.All shareholders entitled to vote must receive:
a.a copy of the ordinary or special resolution; and
b.a statement informing shareholders how to signify their agreement to the resolution (which may be by electronic means) and the date by which the resolution must be passed if it is not to lapse twenty-eight days after the circulation date.
2.All shareholders entitled to vote:
a.sign a document; or
b.sign several documents in the like form each signed by one or more of the shareholders entitled to vote; and
c.the signed document is returned to us at the place and time indicated in the notice (which may be by electronic means).
The notice to shareholders required by the Amendment would be in addition to (if not already included in) any notice or proxy statement required to be distributed in accordance with U.S. securities law or exchange regulation applicable to the class of shares being voted. Each shareholder will have one vote for each eligible share held by such shareholder, and, unless specified otherwise in the document transmitting the shareholder's approval of the resolution, all such eligible shares will be voted for such resolution.
Virtual meetings of Shareholders
Our current Articles of Association require that all Annual General Meeting of Shareholders and Extraordinary Meeting of Shareholders be held in person. While we have been fortunate that even during the COVID-19 pandemic, we were able to conduct our Annual General Meetings of Shareholders in person as required by the Articles of Association, the Board believes it is in the best interests of our shareholders to allow that such meetings be able to held virtually, with shareholders communicating by electronic means. The Amendment provides that any Annual General Meeting of Shareholders may be held virtually, with shareholders communicating by electronic means, so long as the notice to shareholders for such meeting provides details as to how participants may join and participate in the meeting.
Indemnification of Senior Employees
Our current Articles of Association allow that if approved by our directors, our directors and officers, as such terms are defined by Jersey law, may be indemnified against any loss or liability incurred by them by reason of being or having been a director or officer. Jersey law allows such indemnification in certain circumstances, including as so long as they acted in good faith with a view to our best interests. The directors have approved such indemnification agreements, the form of which has been filed as an exhibit to our Annual Report, for our directors and executive officers. The Amendment would allow our directors to authorize indemnification agreements for our other senior employees.
Administrative Revisions
Our Articles of Association were last revised in April 2018 to remove the classification of directors, such that the terms of all directors expire at each subsequent Annual General Meeting of Shareholders. The declassification
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occurred over three years, which required the Articles of Association to include provisions to account for this transition period. As the Board is now fully declassified, these provisions are no longer relevant. Also, some provisions in the Articles of Association deal with our initial public offering of our shares that are now obsolete, and some provisions refer to Jersey laws that have since been updated. The Amendment would remove the obsolete provisions and update the Jersey law references. Our Board believes the Amendment would provide clarity to our shareholders, so they may properly understand the terms of our Articles of Association.
Vote Required
Amendments to our Articles of Association require the adoption of a special resolution of the holders of our Ordinary Shares. Under Jersey law, the adoption of a special resolution at a meeting of shareholders requires the affirmative vote of two-thirds of votes cast at the meeting, either in person or by proxy. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will not have any effect on the outcome of this proposal.
OUR BOARD RECOMMENDS A VOTE “FOR” THE FOLLOWING SPECIAL RESOLUTION
RESOLVED, that the amended and restated articles of association of the Company in the form circulated to the shareholders of the Company as Exhibit A to the Company's proxy statement dated April 25, 2022, be adopted as the new articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	
The following Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filings by the Company under the Securities Act of 1933, as amended or under the Exchange Act (the “Securities Act”), except to the extent we specifically incorporate this Report by reference.
Our Audit Committee oversees the Company’s corporate accounting and financial reporting process on behalf of our Board. Management has the primary responsibility for the consolidated financial statements and the reporting process, including the Company’s systems of internal controls. In fulfilling its oversight responsibilities, our Audit Committee reviewed and discussed with management the audited consolidated financial statements filed in the Company’s Annual Report, including a discussion of the quality, not just acceptability, of the accounting principles applied, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. Our Audit Committee is comprised entirely of independent directors as defined by applicable NASDAQ listing standards.
Our Audit Committee has discussed with EY Global, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. Our Audit Committee has received the written disclosures and the letter from EY Global required by applicable requirements of the Public Company Accounting Oversight Board regarding EY Global’s communications with our Audit Committee concerning independence and has discussed with EY Global its independence. Our Audit Committee also considered whether EY Global’s provision of any non-audit services to the Company is compatible with maintaining EY Global’s independence.
Based on the review and discussions described above, among other things, our Audit Committee recommended to our Board that the audited financial statements be included in the Company’s Annual Report for filing with the SEC. Our Audit Committee also approved the selection of the Company’s independent registered public accounting firm.
AUDIT COMMITTEE
Jeryl Hilleman, Chair
Martin Madden
Sherilyn McCoy
Timothy Scannell
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CORPORATE GOVERNANCE	

			
Independence of the Board of Directors	
Our Board undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships and all other facts and circumstances our Board deemed relevant in determining their independence, including beneficial ownership of our Ordinary Shares, our Board has determined that none of our directors, other than Messrs. Danziger and Doyle, have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of NASDAQ. Mr. Danziger and Mr. Doyle are not considered independent because they are employees of the Company.

			
Board Leadership Structure	
Given the unique nature of our business as the first commercialized oncology medical device company, we believe that our leadership structure positions our Company for continued long-term growth. We have an Executive Chairman, a separate Chief Executive Officer who also serves on our Board, and a Lead Independent Director. Our Executive Chairman, Mr. Doyle, and our Chief Executive Officer, Mr. Danziger, work closely together, in consultation with our Lead Independent Director, Mr. Vernon, to set the strategic direction of the Company. Mr. Doyle, who has been involved with our Company as either an investor or an employee since 2004, focuses on Board leadership, strategic planning and initiatives, investor relations, business development, advocacy and public policy matters. Mr. Danziger, an industry veteran who has been with our Company since 2002, primarily focuses on strategically managing our growing global business, driving operational performance, personnel development and other key business matters. The Board believes this separation of responsibilities is optimal for us at this time, enhancing our Board’s oversight by leveraging the clearly defined responsibilities of our Executive Chairman and our Chief Executive Officer and permitting Mr. Danziger to focus on the day-to-day operation and management of our Company. Our leadership structure ensures a seamless flow of communication between management and our Board, particularly with respect to our Board’s oversight of the Company’s strategic direction, as well as our Board’s ability to ensure management’s focused execution of that strategy. Our Lead Independent Director balances our Executive Chairman and Chief Executive Officer roles, providing independent leadership of our Board and exercising critical duties in the boardroom to ensure effective and independent Board decision-making.
Our Corporate Governance Guidelines provide that if the Chairman of our Board is not an independent director (as determined by our Board or our Nominating and Corporate Governance Committee (the “Nominating Committee”)), our independent directors have the discretion to annually elect an independent director to serve as Lead Independent Director. Although elected annually, our Lead Independent Director is generally expected to serve for more than one year. To facilitate this decision-making, our Nominating Committee annually discusses our Board leadership structure, providing its recommendation on the appropriate structure for the following year to our independent directors. Our independent directors do not view any particular Board leadership structure as generally preferred; they make an informed annual determination taking into account our financial and operational strategies and any feedback received from our shareholders.
Our Corporate Governance Guidelines clearly delineate the duties of our Lead Independent Director, which are as follows:
•Preside over all meetings of our Board at which the Executive Chairman is not present, including executive sessions of the independent directors;
•Have the authority to call meetings of the independent directors when necessary or appropriate;
•Serve as liaison between the Executive Chairman and Chief Executive Officer and our independent directors;
•Review matters such as meeting agendas, meeting schedules and to assure sufficient time for discussion of agenda items and, where appropriate, information sent to our Board; and
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•If requested by significant shareholders, ensure that he or she is available, when appropriate, for consultation and direct communication.
In addition to these responsibilities, our Lead Independent Director regularly consults with our Executive Chairman and our Chief Executive Officer to guide management's ongoing engagement with our Board on strategies and related risks.
Supplementing our Lead Independent Director in providing independent Board leadership are our committee chairs, all of whom are independent. Our Nominating Committee evaluates the performance of our Board, including its interactions with our executive management team, annually, and discusses its evaluation in executive session with our independent directors. Based on these evaluations, we believe our current Board leadership structure provides effective independent oversight of our Company.

			
Role of Board in Risk Oversight Process	
Risk assessment and oversight are an integral part of our governance and management processes. Our Board as a whole and through various committees administers the risk management function, monitoring exposure to and mitigation of a variety of risks, including operational, financial, legal and regulatory, strategic and reputational risks. Our Board's approach to risk oversight is designed to support the achievement of organizational objectives, improve long-term organizational performance and enhance shareholder value. A fundamental part of our risk oversight is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. In setting our business strategy, our Board assesses the various risks being mitigated by management and determines what constitutes an appropriate level of risk for our Company.
Our Board committees consider risks within their respective areas of oversight responsibility and advise the Board of any significant risks and management's response to those risks via periodic committee reports to the full Board. Our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor, as well as overseeing the performance of our internal audit function and considering and approving or disapproving any related party transactions. Our Compensation Committee assesses and monitors risks relating to our compensation programs and policies. The results of the compensation risk assessment are described below under "Risk Considerations in Our Compensation Program." Our Nominating Committee considers risks relating to our corporate governance and the marketing, promotion and sale of our products. In addition, the Audit Committee of our Board reviews and assesses information regarding cybersecurity risks and mitigation strategies (such as insurance, employee training and penetration testing) with management on a quarterly basis.
While the Board oversees risk management, our management team is responsible for managing risk on a day-to-day basis. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with our Board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

			
Board Committees	
Our Board has three standing committees: Audit, Compensation and Nominating and Corporate Governance. The charters of each committee are available to shareholders in the “Corporate Governance” section of our investor relations website at www.novocure.com.
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The following table shows the current membership of these committees:

	Danziger	Doyle	Hilleman	Hung	Leung	Madden	McCoy	Scannell	Vernon	
Audit			Chair			✔	✔	✔		
Audit Committee Financial Expert			✔				✔			
Compensation					✔	✔			Chair	
Nominating and Corporate Governance				✔			Chair	✔		
The principal responsibilities of each of these committees are described generally below and in greater detail in their respective committee charters.

Audit Committee	
Our Audit Committee oversees our corporate accounting and financial reporting processes and audits of our financial statements. Our Audit Committee is responsible for, among other things:
•appointing our independent registered public accounting firm;
•evaluating the independent registered public accounting firm’s qualifications, independence and performance;
•determining the terms of our engagement of our independent registered public accounting firm;
•reviewing and approving the scope of the annual audit plan and general audit approach and the audit fee and other fees;
•reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and internal controls and the audits of our financial statements;
•reviewing and approving, in advance, all audit and non-audit services to be performed by our independent registered public accounting firm, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence;
•monitoring and ensuring the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;
•establishing and overseeing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal controls or auditing matters, including procedures for the confidential, anonymous submission by our employees of complaints regarding questionable accounting or auditing matters and reviewing such complaints;
•reviewing and approving related party transactions;
•reviewing and monitoring information regarding cybersecurity risks;
•investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisors as our Audit Committee deems necessary;
•reviewing reports to management prepared by the internal audit function, if any, as well as management’s responses;
•reviewing and discussing with management and the independent auditor our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual quarterly reports to be filed with the SEC;
•reviewing, at least annually, the Audit Committee charter and the committee’s performance; and
•handling such other matters that are delegated to our Audit Committee by our Board from time to time.
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All members of our Audit Committee meet the requirements for financial literacy under the applicable rules of NASDAQ. Ms. Hilleman and Ms. McCoy qualified and served as an Audit Committee Financial Expert as defined under the applicable rules and regulations of the SEC. Under the rules and regulations of the SEC and NASDAQ, members of our Audit Committee must also meet independence standards under Rule 10A-3 of the Exchange Act. All members of our Audit Committee meet the applicable independence standards under NASDAQ rules and Rule 10A-3 of the Exchange Act.

Compensation Committee	
Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers, directors, non-employees and employees. Our Compensation Committee is responsible for, among other things:
•discharging our Board’s responsibilities relating to compensation of our directors and executive officers;
•overseeing the administration of our overall compensation and employee benefits plans, particularly incentive compensation and equity-based plans;
•periodically reviewing, considering, and approving a philosophy for compensation of the Company’s executive officers and other employees in order to attract, retain, engage, and reward employees in a competitive market and to maintain a link between compensation and Company and executive performance;
•at least annually, reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of these goals and objectives and setting the Chief Executive Officer’s compensation;
•at least annually, reviewing and approving, with the input of our Chief Executive Officer, the compensation of our other executive officers and approving employment, consulting, severance, retirement and/or change in control agreements or provisions with respect to any current or former executive officers;
•at least annually, reviewing and approving succession plans for our Chief Executive Officer and other executive officers;
•periodically reviewing and making recommendations to our Board regarding director compensation;
•overseeing the implementation and administration of our equity compensation plans (including reviewing and approving the adoption of new plans or amendments or modifications to existing plans, subject to shareholder approval, as necessary);
•retaining or obtaining the advice of a compensation consultant, independent legal counsel or other adviser (only after considering certain specified factors identified by the SEC or NASDAQ listing standards), with direct responsibility for the appointment, compensation and oversight of the work of any such compensation consultant, independent legal counsel and other adviser retained by our Compensation Committee;
•reviewing from time to time the Compensation Committee charter and the committee’s performance; and
•exercising such other authorities and responsibilities as may be delegated to our Compensation Committee by our Board from time to time.
Each of the members of our Compensation Committee is a “non-employee” director as defined in Rule 16b-3 promulgated under the Exchange Act, an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code (the “Code”) and an independent director under applicable NASDAQ rules. The Committee may, in its discretion, delegate all or a portion of its duties, responsibilities and authority to subcommittees.
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Nominating and Corporate Governance Committee	
Our Nominating Committee is responsible for, among other things:
•identifying and screening candidates for our Board and recommending nominees for election as directors and the persons to be appointed by the Board to fill any vacancies on the Board;
•recommending one or more “audit committee financial experts” (as defined under applicable SEC rules) for our Audit Committee;
•establishing procedures to exercise oversight of the evaluation of our Board and management;
•developing and recommending to our Board a set of corporate governance guidelines, as well as periodically reviewing these guidelines and recommending any changes to our Board;
•reviewing the structure of our Board committees and recommending to our Board for its approval directors to serve as members of each committee and, where appropriate, making recommendations regarding the removal of any member of any committee;
•reviewing and evaluating the Company’s environmental, social and governance (“ESG”) policies on at least an annual basis, reviewing and approving the Company’s ESG public disclosures, and recommending any proposed changes to management and/or the Board as appropriate;
•reviewing and assessing the adequacy of its formal written charter on an annual basis;
•reviewing the content, operations and effectiveness of our compliance program as it relates to the marketing, promotion and sale of products on an annual basis that shall include updates and reports by the Company’s Chief Compliance Officer and other compliance personnel on their activities and updates about adoption and implementation of policies, procedures and practices designed to ensure compliance with the U.S. Federal Food, Drug and Cosmetic Act, analogous laws in other jurisdictions and other applicable legal requirements;
•reviewing the relationships that each director has with us for purposes of determining independence;
•reviewing our safety program and related policies and procedures;
•reviewing legal compliance matters, including our corporate securities trading policies; and
•generally advising our Board on corporate governance and related matters.
Each member of our Nominating Committee is an independent director under the rules of NASDAQ.

			
Meetings of the Board of Directors, Board and Committee Member Attendance, and Annual Meeting Attendance	
Our Board met five times during 2021. Our Audit Committee met six times, our Compensation Committee met seven times, and our Nominating Committee met seven times. During 2021, each Board member attended 100% of the meetings of our Board and of the committees on which he or she served that occurred while such director was a member of our Board and such committees.
All of our directors are expected to attend our annual general meetings of shareholders. All of our directors attended our annual general meeting of shareholders held in June 2021.

			
Director Nomination Process	
Our Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Although we do not have a formal diversity policy, in considering diversity of our Board, and consistent with our Policy on Consideration of Director Candidates, our Nominating Committee will take into account various factors and perspectives, including differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to Board heterogeneity, as well as race, gender and national origin. Directors should have experience in positions with a high degree of
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responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make.
Our Nominating Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of its current make-up. In its assessment of the needs of our Board and its evaluation of director nominees, our Nominating Committee will consider factors such as:
•the ability of the candidate to represent the best interests of all of the shareholders of the Company;
•the candidate’s commitment to enhancing long-term shareholder value;
•the candidate’s standards of integrity, ethics, commitment and independence of thought and judgment;
•the candidate’s record of professional accomplishment in his/her chosen field;
•the candidate’s independence from a material personal, financial or professional interest in any present or potential competitor of the Company;
•the candidate’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties on the Board and its Committees, including the candidate’s service on other public company boards;
•the extent to which the candidate contributes to the range of talent, skill and expertise on the Board;
•the extent to which the candidate contributes to the diversity of the Board, including differences of viewpoint, professional experience, education, and skill, as well as race, gender and national origin;
•the balance of management and independent directors; and
•the need for Audit Committee expertise.
Our Board evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. Our directors’ performance and qualification criteria are reviewed annually by our Nominating Committee.

			
Identification and Evaluation of Nominees for Directors	
Our Nominating Committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with our Nominating Committee’s criteria for Board service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise.
If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election, our Nominating Committee may identify the desired skills and experience of a new nominee in light of the criteria above, in which case, our Nominating Committee would generally poll our Board and members of management for their recommendations. Our Nominating Committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input from industry experts or analysts. Our Nominating Committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of our Nominating Committee and by certain of our other independent directors and executive management as appropriate. In making its determinations, our Nominating Committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent shareholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, our Nominating Committee makes its recommendation to our Board. To date, our Nominating Committee has not utilized third-party search firms to identify director candidates. Our Nominating Committee may in the future choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

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Shareholder Recommendations and Nominations	
A shareholder or shareholders holding at least one tenth (1/10th) of the total voting rights of the members who have the right to vote at a general meeting of the shareholders of the Company may propose a person for election to the office of director at an annual meeting. Shareholders may recommend director candidates by written submissions containing the information required by our Articles (and further detailed in the next paragraph) to Novocure’s company secretary at NovoCure Limited, Second Floor, No. 4 The Forum, Grenville Street, St. Helier, Jersey, Channel Islands JE2 4UF. Our Nominating Committee evaluates nominees recommended by shareholders in the same manner as it evaluates other nominees.
For a shareholder to make a formal nomination for election to our Board at an annual meeting, the shareholder must provide advance notice to the Company, which notice must be received by NovoCure’s company secretary at NovoCure Limited, Second Floor, No. 4 The Forum, Grenville Street, St. Helier, Jersey, Channel Islands JE2 4UF, not later than the 90th Clear Day (as defined in our Articles) nor earlier than the 120th Clear Day before the one-year anniversary of the preceding year’s annual meeting; provided, however, that if that the date of the annual meeting is advanced by more than 30 days prior to such anniversary date or delayed by more than 60 days after the anniversary date, then, it must be so received by the company secretary not earlier than the close of business on the 120th Clear Day prior to such annual meeting and not later than the close of business on the later of (i) the 60th Clear Day prior to such annual meeting, or (ii) the tenth Clear Day following the day on which a public announcement of the date of such annual meeting is first made. As set forth in our Articles, submissions must include all information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Regulation 14(a) under the Exchange Act and a written and signed consent of the proposed nominee to be named in the proxy statement as a nominee and to serve as a director if elected. Our Articles also specify further requirements as to the form and content of a shareholder’s notice. We recommend that any shareholder wishing to make a nomination for director review a copy of our Articles, as amended and restated to date, which is available, without charge, from Investor Relations, NovoCure Limited, at 20 Valley Stream Parkway, Suite 300, Malvern, Pennsylvania 19355, USA.

			
Code of Conduct	
We have adopted a written code of business conduct and ethics (the “Code of Conduct”) that applies to our directors, officers and employees, including our principal executive officer and principal financial officer. A current copy of the Code of Conduct is posted in the “Corporate Governance” section of our investor relations website at www.novocure.com. We intend to disclose any amendment to the Code of Conduct, or any waivers of its requirements, on our website.

			
Anti-Hedging and Anti-Pledging Policy	
We consider it inappropriate for any director, officer or employee to enter into speculative transactions in our securities. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, forward sales contracts and the purchase or sale of puts, calls, options or other derivative securities based on the our securities by our directors, officers or employees. Therefore, pursuant to our corporate governance guidelines, our directors, officers and employees are prohibited from engaging in any such transactions or similar transactions. Additionally, no director, officer or employee may pledge our securities individually owned or through a family trust as collateral for any loan, nor may any director, officer or employee hold our securities owned individually or through a family trust in an account in which securities are purchased on margin.

			
Corporate Governance Guidelines	
Our Corporate Governance Guidelines address Board composition, compensation, director qualifications, director independence, committee structure and roles, among other things. Our Board and our Nominating Committee regularly review our governance policies and practices and developments in corporate governance and update our Corporate Governance Guidelines as they deem appropriate. The Corporate Governance Guidelines are posted in the “Corporate Governance” section of our investor relations website at www.novocure.com.
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Shareholder Communications with the Board of Directors	
Should shareholders or other interested parties wish to communicate with our Board or any specified individual directors, such correspondence should be sent to the attention of our General Counsel, NovoCure Limited, at 20 Valley Stream Parkway, Suite 300, Malvern, Pennsylvania 19355, USA. Our General Counsel will forward the communication to the appropriate Board members. Communications that are not related to the duties and responsibilities of the Board, or are otherwise considered to be improper for submission to the intended recipient(s), as determined by our General Counsel, will not be forwarded.

			
Compensation Committee Interlocks and Insider Participation	
None of the directors who served as members of our Compensation Committee during 2021 was also an officer or one of our employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our Board or our Compensation Committee. No member of our Compensation Committee has any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.
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Our Commitment to Environmental Sustainability, Social Responsibility and Corporate Governance	
Corporate social responsibility is important to us and patients remain at the heart of the work we do every day. Our corporate mission is, together with our patients, to strive to extend survival in some of the most aggressive forms of cancer by developing and commercializing our innovative therapy. As part of this mission to serve patients, we take our responsibilities seriously with respect to the areas of environmental sustainability, social responsibility and corporate governance (ESG). Additional details regarding our ESG efforts are included in our Novocure Environmental, Social and Governance Report, available online at https://2021esg.novocure.com.

Patients	
We believe it is imperative for patients to be the guiding light for our team as we strive to extend survival in some of the most aggressive forms of cancer. Our goal is to ensure our patients and their caregivers feel supported, secure, and valued throughout their use of our therapy.
We are committed to assisting those patients in financial need who have limited or no medical coverage to access our therapy. We provide financial assistance to patients who qualify based on financial and other criteria. Additionally, we bear the financial risk of securing payment from third-party payers and patients in most of our active markets. We strive to ensure that our therapy is financially accessible for each patient. We also provide a number of patient support and education programs.

Employees	
We are committed to supporting our employees through effective engagement and communication, talent development initiatives, and wellness programs and to cultivating a diverse and inclusive work environment.
We seek to retain our employees through competitive compensation and benefits packages, including a broad-based equity award program for employees, and our values-driven culture. We invest in our talent by providing our employees with training, mentoring, and career development opportunities, all of which enables us to hire and retain talented, high-performing employees. We have a robust employee wellness program that recognizes and supports the importance of personal health and work-life balance. We offer certain health and wellness programs to our employees and their family members, including health clinics, financial wellness, nutritional orientations, exercise programs and challenges, weight-loss programs, flu shots, and recreational activities.
Employee retention and turnover analytics are regularly reviewed by our Compensation Committee. We believe our employee engagement, robust benefits program, and educational and leadership programs contribute to our strong employee retention year over year.

Communities	
We believe the strength of our communities is paramount to our long-term success. In line with our mission and values, we strive to engage, strengthen and enrich the communities where we live and work. We sponsor and support numerous non-profits and patient advocacy groups and our employees donate their time. Our contributions and our hands-on volunteer work help to support the work of non-profit organizations of all sizes, working in areas such as cancer research, patient support, community wellness and equality, children in foster care, veterans needs, career development for women and teens, and scientific and technology education. In addition, we are dedicated to supporting independent organizations with shared goals and values related to advancing medical care and improving patient outcomes through education grants, career development awards, charitable contributions, sponsorships and investigator-sponsored trials.
We are committed to reducing the environmental impact of our operations. Although we lease the majority of our buildings, we utilize a variety of technology intended to increase the sustainability of our workspaces and are committed improving our sustainability practices over time. We follow international guidelines for the disposal of electronic waste and, where applicable, we also follow more stringent local laws and regulations. We continue to increase our efforts to minimize our carbon footprint, reduce transportation and travel, and protect valuable natural resources while operating a global business.
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Governance and Ethics	
We maintain high ethical standards in all that we do. Our comprehensive Code of Conduct applies to and sets expectations for our employees, officers and directors and anyone doing business on our behalf, including contractors, consultants and distributors. We will not attempt to influence a healthcare professional, patient or customer through improper inducement. Our adherence to ethical standards and compliance with applicable laws is critical to our ability to preserve our reputation and to continue collaborating with health care professionals to serve the interests of our patients.
We regularly solicit and evaluate input from our shareholders and consider their independent oversight of management and our long-term strategy. As part of our commitment to constructive engagement with investors, we evaluate and respond to the views voiced by our shareholders. This ongoing dialogue has led to enhancements in our corporate governance, ESG practices, and executive compensation activities, which we believe are in the best interests of our business and our shareholders.
Our Nominating and Corporate Governance Committee is responsible for the oversight of our ESG policies and practices, as well as safety and compliance, and receives quarterly updates from management. Our ESG Steering Committee, which includes members of our executive leadership team leading functions that are key to our ESG efforts, oversees the efforts of our cross-functional ESG working group.

Quality, Safety and Regulatory Compliance	
We are committed to providing high quality products and to ensuring product integrity and patient safety during development, commercial manufacturing, distribution of our products and throughout the product lifecycle. We also are committed to providing a safe and secure work environment and maintaining environmental, health and safety policies that seek to promote the well being of our employees. We provide regular health and safety training programs for our employees.
As a medical device manufacturer that directly interacts with both healthcare providers and patients, we recognize data privacy and security as a fundamental imperative. We are externally audited and tested by top information security firms, including regular penetration testing. Our commitment to a strong cybersecurity culture is reinforced through security training and awareness programs.
In our efforts to be unsurpassed in patient safety, product quality and reliability, we are committed to complying with the laws, regulations, Company policies and procedures and standards for safety and efficacy in the research, design, manufacturing, distribution and monitoring of our products. In addition to holding ourselves accountable for the quality of our products and therapies, we also hold our suppliers and distributors accountable to ensure the quality of the products and services they provide. We work diligently to ensure the safety of the patients and volunteers who take part in our clinical studies, and to uphold the highest ethical, scientific and clinical standards in all of our research initiatives worldwide. Our clinical studies are designed to be conducted in accordance with applicable laws and regulations as well as recognized medical and ethical standards. Our policies and procedures are intended to ensure the health, well-being and safety of research participants as well as respect the culture, laws and regulations of the countries in which studies are conducted.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	
The Company has not entered into any transactions since January 1, 2021, to which we have been a party in which the amount involved exceeded $120,000 and in which any of our executive officers, directors, promoters or beneficial holders of more than 5% of our Ordinary Shares had or will have a direct or indirect material interest, other than compensation arrangements which are described under the sections of this Proxy Statement captioned “Director Compensation” and “Executive Compensation.”

			
Related Party Transaction Policy	
Our Board adopted a written related party transaction policy as set forth in our Corporate Governance Guidelines, setting forth the policies and procedures for the review and approval or ratification of transactions involving us and related persons. For the purposes of this policy, related persons will include our executive officers, directors and director nominees or their immediate family members, or shareholders owning 5% or more of our outstanding Ordinary Shares and their immediate affiliates.
The policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended, any transaction, arrangement or relationship, where the amount involved exceeds $120,000 per year and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.
Our executive officers and directors are discouraged from entering into any transaction that may cause a conflict of interest. If such a transaction shall arise, they must report any potential conflict of interest, including related party transactions, to our General Counsel, who will then review and summarize the proposed transaction for our Audit Committee. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s-length transaction with an unrelated party and the extent of the related person’s interest in the transaction. All related party transactions may only be consummated if our Audit Committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy.
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2021 DIRECTOR COMPENSATION	

			
Director Compensation Program	
Our Compensation Committee, with the guidance of our compensation consultant, reviews our director compensation program annually to evaluate whether it remains in alignment with the compensation practices of our peers. Based on benchmarking and input from the Compensations Committee's independent advisor, the Compensation Committee increased the 2021 cash retainer for the Lead Independent Director (annually by $10,000) and for service on the Compensation Committee (annually by $5,000 for chair and $2,500 for members) and Nominating and Corporate Governance Committee (annually by $3,000 for chair). The table below reflects the cash compensation for our non-employee directors effective April 28, 2021.

Cash Compensation	
Our non-employee directors receive an annual cash retainer for service on the Board, plus reimbursement for out-of-pocket expenses incurred in connection with attendance at Board and Board committee meetings, as well as additional retainers for service as our Lead Independent Director or service on committees of the Board. Accordingly, Messrs. Danziger and Doyle do not receive compensation from us for their service on our Board. For the 2021 compensation year, our Non-Employee Directors received the following cash retainers, which are paid in quarterly installments following the end of each quarter:

Service	Annual Cash Compensation	
Non-employee Director (base)	$45,000		
Lead Independent Director	$35,000		
	Chair	Member	
Audit Committee	$25,000	$15,000	
Compensation Committee	$20,000	$10,000	
Nominating and Corporate Governance Committee	$13,000	$5,000	

Equity Compensation	
Our Non-Employee Directors are eligible to receive equity awards under our 2015 Omnibus Incentive Plan (the “2015 Plan”) or any other equity plan we maintain pursuant to our Non-Employee Director compensation program. For 2021, the Compensation Committee did not make any changes to the equity compensation award levels under the Non-Employee Director program compared to 2020.
Initial Awards: Upon his or her initial election or appointment to our Board, each Non-Employee Director will receive a non-qualified share option (an “Initial Award”) to purchase a number of our Ordinary Shares such that the award has an aggregate grant date fair value equal to $667,000 (subject to rounding to the nearest whole Ordinary Share). If the Non-Employee Director is appointed between Annual Meetings, the Initial Award will be granted on the last trading day of the month following such election or appointment or, if such date falls during a company-wide closed trading window, then on the first day on which such trading window opens. If the Non-Employee Director is elected at an Annual Meeting, the Initial Award will be granted on the date of such Annual Meeting.
Each Initial Award will vest in equal installments over three years on the anniversary of the date of grant (the “Grant Anniversary Date”), subject to the Non-Employee Director’s continued service to us through the applicable Grant Anniversary Date. In the case of Initial Awards granted on the date of our Annual Meeting, if a subsequent Annual Meeting is held prior to the Grant Anniversary Date, the annual vesting for such year will occur the day immediately preceding the date of the Annual Meeting in such year, subject to the Non-Employee Director’s continued service to us on such date.
Annual Awards: A Non-Employee Director who has served as a member of our Board for at least six months prior to the date of our Annual Meeting will be granted an equity award under the 2015 Plan consisting of non-qualified share options and/or restricted shares units (collectively, the “Annual Awards”). Fifty percent of the value of the equity award will be restricted share units ("RSUs") and the remainder will be non-qualified share options. The total
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aggregate grant date fair value of the equity award(s) will equal $345,000 (subject to rounding to the nearest whole Ordinary Share).
Each Annual Award will vest in full on the earlier of (a) the first Grant Anniversary Date or (b) the day immediately preceding the date of the next Annual Meeting, subject to the Non-Employee Director’s continued service to us through such date. In addition, any outstanding equity awards made pursuant to the Non-Employee Director compensation program will vest in full immediately prior to a Change in Control (as defined in the 2015 Plan), subject to the Non-Employee Director’s continued service to us on such date.

			
Share Ownership Guidelines	
Pursuant to the NovoCure Limited Share Ownership Guidelines, adopted in 2017 and amended in 2020, Non-Employee Directors are expected to own Ordinary Shares of our Company having a value equal to at least three times the annual cash retainer. Our Non-Employee Directors are required to achieve the Share Ownership Guidelines within five years of joining our Board or, in the case of directors serving at the time the guidelines were initially adopted, within five years of the date of adoption of the guidelines. As of the Record Date, all of our Non-Employee Directors are in compliance with our Share Ownership Guidelines or are expected to be in compliance within the required timeframe.

			
2021 Director Compensation Table	
The table below shows the total compensation earned or paid to Mr. Doyle, our Executive Chairman and to our Non-Employee Directors for the year ended December 31, 2021. In the case of Mr. Danziger, a named executive officer (“NEO”), his compensation is reported in the 2021 Summary Compensation Table. Messrs. Danziger and Doyle do not receive compensation from us for their service on our Board.

Name		Fees
earned
or paid in
cash
($)(1)		Stock
awards
($)(2)(3)		Option
awards
($)(2)(3)		All other
compensation
($)		Total
($)	
William Doyle (4)		— 			— 			— 			780,000 			780,000 		
Jeryl Hilleman		70,000 			172,478 			172,313 			— 			414,791 		
David Hung		50,000 			172,478 			172,313 			— 			394,791 		
Kinyip Gabriel Leung		52,500 			172,478 			172,313 			— 			397,291 		
Martin Madden		67,500 			172,478 			172,313 			— 			412,291 		
Sherilyn McCoy		70,000 			172,478 			172,313 			— 			414,791 		
Timothy Scannell		34,139 			— 			666,104 			— 			700,243 		
William Vernon		86,736 			172,478 			172,313 			— 			431,527 		
 
(1)See the section of this Proxy Statement captioned “2021 Director Compensation - Director Compensation Program” for a description of these fees.
(2)On June 9, 2021 our Board approved equity awards consistent with our Non-Employee Director compensation program described above. The amounts represent the aggregate grant date fair value of the equity awards granted on June 9, 2021, computed in accordance with FASB ASC Topic 718. See Note 14 to our consolidated financial statements in our Annual Report for a discussion of the assumptions we use to account for share-based compensation. These amounts reflect our accounting expense for these awards and may not correspond to the actual amounts, if any, that will be recognized by the directors.
(3)The aggregate number of RSUs outstanding as of December 31, 2021 for the Non-Employee Directors was: Ms. Hilleman: 814; Dr. Hung: 814; Mr. Leung: 814; Mr. Madden: 814; Ms. McCoy: 814; Mr, Scannell: 0; and Mr. Vernon: 814. The aggregate number of share option awards outstanding as of December 31, 2021 for the Non-Employee Directors was: Ms. Hilleman: 50,041; Dr. Hung: 58,077; Mr. Leung: 15,285; Mr. Madden: 54,431; Ms. McCoy: 58,077; Mr. Scannell: 7,929; and Mr. Vernon: 70,385. The aggregate number
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of RSUs outstanding as of December 31, 2021 for Mr. Doyle was 10,184. The aggregate number of performance-based RSUs outstanding as of December 31, 2021 for Mr. Doyle was 200,284. The aggregate number of share option awards outstanding as of December 31, 2021 for Mr. Doyle was 2,171,221.
(4)Mr. Doyle, as Executive Chairman, is an employee of the Company and is compensated in the same manner as our other executive officers. Mr. Doyle is not an NEO and his compensation is not reported in the 2021 Summary Compensation Table. Mr. Doyle's 2021 compensation consisted of $780,000 in base salary and share options granted in lieu of a cash bonus. See "Compensation Discussion and Analysis - Annual Incentives" for additional information.

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COMPENSATION DISCUSSION AND ANALYSIS	

EXECUTIVE COMPENSATION
			
Executive Summary	
This section discusses and analyzes the decisions we made concerning the compensation of our NEOs for 2021. It also describes the process for determining executive compensation and the factors considered in determining the amount of compensation awarded to our NEOs. Mr. Danziger, our Chief Executive Officer, and Mr. Doyle, our Executive Chairman, have been critical to Novocure’s success and have collaborated for nearly 20 years to advance our therapy from the preclinical stage through clinical studies to regulatory approvals and ultimately to commercial sales in the United States, Europe, Japan, and Greater China. They have recruited, engaged, and retained an exceptional senior leadership team with an average tenure of nine years. Because we know of no precedent for our business model and cancer therapy, we believe it is vital to our current and future success, and to the continued creation of value for our shareholders, that we retain our experienced leadership team with a proven track record of innovation and success.
Our NEOs for 2021 are: 

Name	Title	
Asaf Danziger	President, Chief Executive Officer and director	
Wilhelmus Groenhuysen	Chief Operating Officer	
Ashley Cordova	Chief Financial Officer	
Pritesh Shah	Chief Commercial Officer	
Todd Longsworth	General Counsel	
Mr. Longsworth resigned as our General Counsel as of March 31, 2022 and became a Senior Legal Advisor to the Company effective April 1, 2022.

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2021 Performance Highlights	
Despite a year of significant challenges driven by the COVID-19 pandemic, we delivered strong results in 2021. While the COVID-19 pandemic did not have a material impact on our financial results throughout 2021, it has had and is having an impact on our day-to-day operations, which varies by region based on factors such as geographical spread, stage of containment and recurrence of the pandemic in each region. Over the course of 2021, 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 as a result of the ongoing COVID-19 pandemic.
We believe we performed well against our operating plan, delivered value to our shareholders. Our notable achievements include:
Increased acceptance of 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 study, evaluating the efficacy of TTFields together with paclitaxel in recurrent ovarian cancer
•Enrolled last patient in the phase 3 pivotal LUNAR clinical study, 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 study 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 study 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 study 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 study, testing TTFields together with sorafenib in patients with advanced liver cancer
Adapted and built the company's 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%
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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
•Cash, cash equivalents and short-term investments totaling $938 million at December 31, 2021, an increase of over $95 million from December 31, 2020
Our Board and Compensation Committee determined that the Company met some of the predetermined targets in furtherance of our corporate objectives in 2021. The Compensation Committee also recognized achievements in additional areas that furthered our corporate objectives. The balance of these achievements led the Board and Compensation Committee to determine that our executive team's performance (including NEOs) partially met expectations. Based on this level of achievement, upon the recommendation of our Compensation Committee, our Board determined that our NEOs earned incentive bonuses at 90% of target for 2021 (as described further in the section entitled “Annual Incentives”), demonstrating a high degree of alignment between actual performance results and pay outcomes.

Our Pay Practices	
We believe that our compensation practices are reasonable and competitive with the market and our peers. Our compensation program is designed to attract, motivate, reward and retain our highly qualified executives in order to achieve our strategic objectives. We believe our pay practices are aligned with our pay for performance philosophy and emphasize our commitment to sound compensation and governance practices. Our policies and practices include:

	WHAT WE DO	
✔	Pay for performance - A significant percentage of each NEO’s target total direct compensation is performance-based compensation and at-risk	
✔	Pay competitively - Our Compensation Committee selects our peers from companies that are similar to us with respect to business characteristics, market capitalization, revenue, headcount, while also taking into account a number of qualitative criteria	
✔	Align compensation with shareholder interests - A significant portion of compensation is tied to achievement of our corporate objectives and financial performance	
✔	Double trigger change in control provisions - We use double-trigger accelerated vesting of equity awards in the event of a change in control	
✔	Independent compensation consultant - The Compensation Committee engages its own compensation consultant to assist with making compensation decisions	
✔	Robust stock ownership and retention guidelines - We maintain a policy that requires minimum ownership of our Ordinary Shares by our CEO and other executive officers	
✔	Clawback and recoupment policy - We have a robust policy for the recoupment of incentive compensation that applies to all executive officers	
✔	Anti-hedging and anti-pledging policy - Our executives, directors and other insiders are prohibited from entering into hedging and pledging transactions related to our shares	
✔	Annual say-on-pay vote - We value the regular feedback from our shareholders on our executive compensation program and hold an annual say-on-pay vote	
✔	Design plans to mitigate excessive risk taking - We set performance goals that consider our publicly-announced Company goals, which we believe encourages appropriate risk-taking	

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	WHAT WE DON'T DO	
X	No share option repricing - Our equity plan does not permit repricing of underwater share options without shareholder approval	
X	No excessive perks - Our perquisites are limited to those with business-related rationale or customary in the competitive market	
X	No gross-ups in the event of a change in control - We do not provide any post-employment tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits	
X	No special health or welfare benefits - Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other full-time employees. Executives do not have access to special benefits programs	

			
2021 Say-on-Pay Vote and Shareholder Engagement	
At our 2021 Annual Meeting, our shareholders expressed support for our executive compensation program, with 76.5% of the votes cast (excluding abstentions and broker non-votes) voting in favor of the compensation of our NEOs as disclosed in the 2021 proxy statement. The Compensation Committee considered this result to be generally supportive of the Company's NEO compensation philosophy and practices, but also acknowledged further consideration of shareholder feedback was necessary. In 2021, as part of our ongoing shareholder outreach efforts, we contacted shareholders comprising approximately 66% of total ownership of our Ordinary Shares and engaged in discussion with each of those shareholders who expressed an interest in meeting with us. The opinions of our shareholders are important to us and we are committed to taking investor feedback into account when designing our executive compensation programs. A common theme we have heard from our investors is that a focus on performance-based equity awards with a three to four year time horizon is desirable. In keeping with our commitment to consider the feedback we receive through these shareholder discussions and in consultation with our independent executive compensation consultant (see below), our long-term incentive program continues to include RSUs with three-year vesting, share options with four year vesting, and performance-based share units with at least a three-year measurement period as a meaningful part of our NEO annual equity award allocations. We implemented and maintained this equity program for our NEOs in response to feedback from key investors and to align our long-term pay incentives with our shareholder's interests.
Certain shareholders indicated that, while they were supportive of our executive compensation program, internal guidelines required them to vote "no" with respect to our 2021 "Say On Pay" proposal due to the annual 4% automatic increase in share availability in our 2015 Plan. The 2015 Plan was adopted prior to our initial public offering and expires in September 2025. The Compensation Committee and our management have taken this feedback under advisement. We anticipate adopting a new equity incentive plan prior to expiration of the 2015 Plan and we will consider whether an automatic share pool increase continues to be appropriate at that time.
The Compensation Committee will continue to consider shareholder input as well as the results of our say-on-pay votes when making future compensation decisions for our NEOs. We expect to continue our shareholder engagement efforts through further direct outreach to large institutional shareholders, as well as through regular investor relations channels, such as investor road shows, analyst meetings and other conferences and meetings, and welcome any feedback from shareholders throughout the year.
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Compensation Components	
Our executive compensation program includes the following key elements:

												
Element	Design	Purpose	Key 2021 Actions	
Base Salary	Fixed compensation component. Reviewed 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 select NEOs were adjusted to align with peers.	
				
Annual Incentive Award (Target Bonus)	Variable, performance-based compensation component. Payable based on business results (e.g. new indications, 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 2021 for each NEO, with payments reflecting partial achievement of our key corporate goals and individual performance as determined by the Compensation Committee.	
				
Long-Term Incentive Awards (Target Equity)	Variable, at-risk compensation component. Delivered in 2021 as time-vested RSUs, share options and performance-based restricted share 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 2021 to 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.	

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Compensation Mix (CEO and other NEOs)	
The 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 2021.
CEO                            All Other NEOs

As described below in "Long-Term Incentives - 2020 Performance Awards to CEO and Executive Chairman" (beginning on page 49), Mr. Danziger did not receive any equity awards in 2021. In March 2020, the Committee granted Messrs. Doyle and Danziger performance-based RSUs ("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. The PSU award was granted in lieu of any future annual equity awards during the performance period.

			
Setting Compensation	
We have designed our executive compensation program to attract, retain and motivate superior executive talent by providing compensation, in the aggregate, that we believe is reasonable and competitive. We provide our executives with incentives that we believe will both reward the achievement of performance goals that directly correlate to the enhancement of shareholder and stakeholder value and facilitate executive retention. We strive to align our executives’ interests with those of shareholders through long-term incentives, with a portion linked to specific performance metrics. Because we know of no precedent for our business model and cancer therapy, we believe it is vital to our current and future success, and to the continued creation of value for our shareholders, that we retain our experienced leadership team with a proven track record of innovation and success.
Our Compensation Committee’s annual compensation review for 2021 included an analysis of data, comparing the Company’s executive and director compensation levels and practices against a peer group of medical device, diagnostics and biopharmaceuticals companies. Frederic W. Cook & Co., Inc. ("FW Cook") provided our Compensation Committee with advice, counsel and recommendations with respect to the composition of the peer group and competitive data used for benchmarking our compensation program. Our Compensation Committee used this and other information provided by FW Cook to reach an independent recommendation regarding compensation to be paid to our Executive Chairman, CEO, directors and other executives. Our Compensation Committee’s final recommendation was then given to the independent directors of our Board for review and final approval.
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Our 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 2021.
The peer group of publicly-traded companies set forth below was used to analyze 2021 executive compensation: 
						
Abiomed, Inc.	Ionis Pharmaceuticals, Inc.	
Alnylam Pharmaceuticals, Inc.	Nektar Therapeutics	
bluebird bio, inc.	Neurocrine Biosciences, Inc.	
Exact Sciences Corporation	Nevro Corp.	
Exelixis, Inc.	Repligen Corporation	
FibroGen, Inc.	Sarepta Therapeutics, Inc.	
Incyte Corporation	Seagen, Inc. (f/k/a Seattle Genetics, Inc.)	
Insulet Corporation		
Our Compensation Committee selected these companies after reviewing publicly-held companies in the medical device, diagnostics and biopharmaceuticals industries offering products or services similar to ours, with annual revenues generally between one-third and three times our annual revenue and market capitalization within a reasonable range of our market capitalization.
For retention and competitive considerations, the Company evaluated each NEO’s total cash compensation and total direct compensation levels against the 2021 peer group data or survey composite data applicable to each position. Because compensation decisions are complex, the Compensation Committee considers competitive market data as one factor in evaluating compensation decisions. Our Compensation Committee’s final determinations with respect to base salary, target annual incentive compensation and target long-term incentive compensation also reflect consideration of the Company’s and the NEO’s performance, internal comparisons, potential, scope of position, retention needs and other factors our Compensation Committee deems appropriate. Our Compensation Committee made its specific compensation determinations in 2021, 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.

			
The Role and Philosophy of our Compensation Committee	
Our Compensation Committee is composed solely of independent directors and reports to the Board. The Committee has primary responsibility for making compensation decisions for our executives and operates under a charter approved by the Board. Our Compensation Committee retained FW Cook as its independent executive compensation consultant to advise on compensation matters. For 2021, 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.
Our executive compensation philosophy is to be reasonable and competitive with the market and our peers and pay for performance. Our executive compensation program is designed to attract, motivate, reward and retain our highly qualified executives in order to achieve our strategic objectives. The Committee strives to grant long term incentives at the upper end of the market and to deliver a meaningful portion of annual awards in performance-based equity.
The philosophy of our executive compensation program supports our efforts to provide a compelling, dynamic, market-based total compensation program tied to performance and aligned with our shareholders’ interests. Our goal is to ensure our Company has the talent it needs to maintain sustained long-term performance for our shareholders and employees. We believe our pay practices are aligned with our pay for performance philosophy and emphasize our commitment to sound compensation and governance practices. The guiding principles that help us achieve these goals are:
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Recruit and retain	Our program is designed to allow us to recruit effectively in the highly competitive labor market in which we compete and retain top talent for our critical roles. In particular, given the unique nature of our business as the first commercialized oncology medical device company, we believe that it is critical that we recruit and retain very talented individuals to help us continue to grow and optimize our business model and cancer therapy.	
		
Pay for performance	A significant portion of our executives’ compensation is tied to the performance of our Company, rewarding executives for progress towards our strategic and operational goals and reducing pay earned to the extent goals are not achieved.	
		
Aligned with strategy	Our compensation program is designed to be aligned with our Company strategies.	
		
Aligned with shareholders	Our compensation program, through both design and payouts, is structured to be aligned with the long-term interests of our shareholders.	
		
Reinforce succession planning	We believe that our compensation program plays a key role in making sure we have the talent we need for long-term success and to deliver against our strategic operating plan.	
		
Data-driven decision making	We design our executive compensation program and make pay decisions considering a balance of information. Given the locations of our executives in Israel and the United States, we benchmark not only against our peers but also in consideration of customary executive compensation practices in Israel and the United States.	

			
Compensation Consultant	
For 2021, 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. FW Cook regularly attends Compensation Committee meetings and holds executive sessions with the Compensation Committee members.
Based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in SEC Rule 10C-1(b)(4) under the Exchange Act, the NASDAQ Listing Rules and such other factors as were deemed relevant under the circumstances, our Compensation Committee has determined that FW Cook is independent and the work FW Cook performed on behalf of our Compensation Committee did not raise any conflict of interest.
In establishing compensation levels and awards for executive officers other than our CEO and Executive Chairman, our Compensation Committee takes into consideration the recommendations of FW Cook and Chief Human
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Resources Officer and executive compensation team, Company performance and evaluations by our CEO of each executive’s individual performance. FW Cook also provides peer group data to the Compensation Committee for the purpose of benchmarking director compensation.

			
Base Salary	
Our Compensation Committee conducts an annual review of each executive officer’s base salary, with input from our Executive Chairman (other than with respect to himself), our Chief Executive Officer (other than with respect to himself or the Executive Chairman), and Chief Human Resources Officer and makes adjustments as it determines appropriate to remain competitive and in furtherance of our compensation philosophy and Company performance, objectives and needs. Revisions generally become effective in April of each year. Our Compensation Committee approved 2021 base salary increases for Ms. Cordova and Mr. Longsworth following the Committee's review and consideration of relevant factors including benchmarking data provided by FW Cook and individual performance. The 2021 base salaries for the other NEOs did not change as compared to the prior year.
The 2021 annual base salaries of our NEOs are set forth below (expressed in U.S. dollars ("USD") and, for Mr. Danziger is subsequently converted based on a New Israeli Shekel ("NIS") exchange rate of 4 NIS per 1 USD, as determined by the Compensation Committee): 

Named executive officer		Base salary ($)	
Asaf Danziger		700,000 		
Wilhelmus Groenhuysen		615,000 		
Ashley Cordova		495,000 		
Pritesh Shah		500,000 		
Todd Longsworth		490,000 		

			
Annual Incentives	
In general, the annual incentives, including the cash bonus of each executive officer, are determined by the achievement of pre-determined targets and personal objectives. Under their respective employment agreements, 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. 
Our Board-approved annual incentive plan targets for 2021 are tied to our corporate objectives, which are described below. These targets were intended to incentivize the achievement in furtherance of our strategic operating plan and were designed to be achievable with strong coordinated performance by management. The achievement of each target is based on the Compensation Committee’s assessment of the degree to which the targets have been achieved and are scored by the Compensation Committee, ranging from 0% to 200%, which the Compensation Committee may adjust in its discretion under appropriate circumstances. Each target is also weighted. The cumulative payout is determined by aggregating the weighted scores, which can then be modified up or down by up to 20% by the Compensation Committee if it determines that other corporate achievements not included in the stated targets warrant such adjustment. Achievement below the 50% level for any target would receive a zero score. No achievement can exceed a 200% score. Achievement between the target levels are extrapolated on a linear basis.
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Target	Weight	50% Target Score	100% Target Score	200% Target Score	
Active Concurrent Patients	35 	%	3,450 Patients	3,800 Patients	4,200 Patients	
Design and Initiate Additional Clinical Trials	20 	%	One patient in one additional trial	One patient in two additional trials	One patient in four additional trials	
Complete Enrollment in Phase 3 Clinical Trials	20 	%	Complete enrollment in two trials	Complete enrollment in four trials	Complete enrollment in five trials	
Adjusted EBITDA*	25 	%	$80,000,000	$90,000,000	$100,000,000	
* "Adjusted EBITDA" is a non-GAAP measure. See the discussion under “Non-GAAP financial measures” beginning on page 60 of our Annual Report for a reconciliation of the non-GAAP financial measure to net income, the most directly comparable GAAP financial measure.
Our actual achievement, score, weighted scores and adjustments were as follows:

Target	Weight	Actual Achievement	Score	Weighted Score	
Active Concurrent Patients	35 	%	3,587 patients	94 	%	33 	%	
Design and Initiate Additional Clinical Trials	20 	%	One patient in one additional trial	50 	%	10 	%	
Complete Enrollment in Phase 3 Clinical Trials	20 	%	Complete enrollment in two trials	50 	%	10 	%	
Adjusted EBITDA	25 	%	$61,000,000	68 	%	17 	%	
		Upward Modifier Adjustment	20 	%	
		Cumulative Achievement	90 	%	
As shown above, our Board and Compensation Committee determined that the Company met expectations regarding achievement of certain objectives, but did not meet expectations regarding the achievement of others. With respect to the Adjusted EBITDA objective, our Board and Compensation Committee determined that it was appropriate under the circumstances to modify the score on a sliding scale basis, as our Board agreed that management should increase its research and development and sales and marketing budgets subsequently from when the Adjusted EBITDA targets were established. Our Board and Compensation Committee also determined that it was appropriate under the circumstances to modify the aggregate achievement level by an upward adjustment to give credit for the achievements listed under "2021 Performance Highlights" above. Based 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 90% of target for 2021. To further incentivize the executive team (including the NEOs) and retain them through a multi-year vesting period, the Compensation Committee determined that the incentive bonuses were to be paid in the form of share options in lieu of cash. These share options will vest over a two-year period if continued service requirements are met. The grant date fair value of options granted to each executive officer (including NEOs) was equal to the amount of cash bonus the executive officer would have received. Because the share options were not contemplated under the original terms of the annual bonus program and the Company did not allow the NEOs to elect whether to receive such share options, the share options will be reported as compensation in 2022 rather than 2021 and thus will be included in the 2022 Summary Compensation Table.
The table below shows the target bonus award as a percentage of each NEO’s 2021 base salary and the actual bonus payments to our NEOs for 2021 performance, which were paid in March 2022.
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Named executive officer		FY 2021 target
bonus
(% Base Salary)		Realization (%)
corporate
achievement/
individual
performance		Actual FY 2021
bonus ($)(1)	
Asaf Danziger		75 	%		90%/100%		—	
Wilhelmus Groenhuysen		60 	%		90%/100%		—	
Ashley Cordova		50 	%		90%/100%		—	
Pritesh Shah		60 	%		90%/100%		—	
Todd Longsworth		60 %		90%/100%		—	
(1)No cash bonuses were paid to NEOs for 2021. Bonuses were paid in share options in lieu of cash in March 2022. The value of the share options received were $583,693 for Mr. Danziger, $332,100, for Mr. Groenhuysen, $222,750 for Ms. Cordova, $270,000 for Mr. Shah and $264,600 for Mr. Longsworth. Such amounts will be reported as compensation in the 2022 proxy statement. These share options vest over a two-year period, subject to continued service requirements being met. The value of these options may be worth more or less than the stated values upon exercise. Mr. Danziger's option value 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.

			
Long-term Incentives	
Our executive compensation program ties a substantial portion of each executive’s overall compensation to the achievement of our key strategic, financial and operational goals, using a blend of time-based and performance-based equity awards to help align the interests of our executives with those of our shareholders.
Recognizing the importance of the continuity and continued dedication of the management team and other key employees to achieving our Company’s key objectives, and after carefully considering the equity participation of such employees, the highly competitive labor market in which we compete to attract and retain employees, and our other near-term and long-term business objectives (including building a global oncology business and running up to four global phase 3 pivotal clinical studies simultaneously over the next few years), our Compensation Committee granted time-based option awards, time-based RSU awards and performance-based RSUs to our NEOs in March 2021 (other than Mr. Danziger).
Our Compensation Committee believes that time-based option and RSU awards have strong retention value and granting such awards to members of management and key employees, including our executive officers, is in the best interests of the Company and our shareholders given the importance of such personnel to achieving our short-term and long-term Company objectives. Our Compensation Committee recognizes that, given the executive officers’ lengthy tenures with our Company and the unique nature of our business, the loss of any one of the executive officers may adversely impact the achievement of our objectives until a qualified replacement could be hired and become familiar with our Company’s business.

Share Options	
Share options are an important element of our long-term incentive program, enabling us to further align the interests of executives with those of shareholders. In general, share options are awarded annually to our executives as well as to other key employees. Because share options vest over time and only have value if the price of our Ordinary Shares increases, we believe they encourage efforts to enhance long-term shareholder value. 
Our Compensation Committee sets guidelines for the value of share options to be awarded based on competitive compensation data. For 2021, the number of share options awarded to each NEO was determined following an analysis of benchmarking data provided by FW Cook comparing equity award types and levels granted by our peer group and consideration of the compensation philosophy factors discussed above. Share option awards to our NEOs were approved by the Committee to support our compensation philosophy, provide significant performance incentives and create retention value.
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The Committee granted our NEOs, other than Mr. Danziger, time-based share options to incentivize long-term sustainable value creation, as presented in the 2021 Grants of Plan-Based Awards Table.

Restricted Share Units	
Our Compensation Committee sets guidelines for the value of the annual RSUs to be awarded based on competitive compensation data. For 2021, the number of RSUs awarded to each NEO was determined following an analysis of benchmarking data provided by FW Cook comparing equity award types and levels granted by our peer group and consideration of the compensation philosophy factors discussed above.
The Committee granted our NEOs, other than Mr. Danziger, time-based RSU awards to support our compensation philosophy, provide significant performance incentives and create retention value, as presented in the 2021 Grants of Plan-Based Awards Table.

Performance-based Restricted Share Units	
In 2021, 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, performance-based RSUs ("2021 NEO PSUs") to further align their interests with the interests of shareholders by rewarding them for attainment of cumulative earnings achievements. The 2021 NEO PSUs represent the first time the Compensation Committee has granted performance-based RSUs tied to financial performance other than the 2020 grants to our Executive Chairman and CEO described in the following section.
The 2021 NEO PSU awards will vest upon the Company attaining cumulative earnings before interest, depreciation, amortization and share-based compensation ("Adjusted EBITDA") and total shareholder return targets. To earn the 2021 NEO PSU awards, the NEO must remain an employee of the Company through of the date of vesting, which is three years from the date of grant. A threshold number of 2021 NEO PSUs will vest on the vesting date if the Company's cumulative Adjusted EBITDA for fiscal years 2021 through 2023 (the "Measurement Period") exceeds $320 million, a target number of 2021 NEO PSUs will vest on the vesting date if the Company's cumulative Adjusted EBITDA for the Measurement Period equals $400 million, and an outperformance number of 2021 NEO PSUs will vest on the vesting date if the Company's cumulative Adjusted EBITDA for the Measurement Period meets or exceeds $480 million. The actual amount of 2021 NEO PSUs paid on the vesting date will be determined by linear interpolation between the levels noted above.
In recognition of the Company’s use of Adjusted EBITDA in both the annual and long-term incentive programs, the Compensation Committee continued its historical practice of supplementing the primary performance measures under the Annual Incentive Plan and long-term incentive program with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business imperatives and stockholder returns over both the short-term and long-term horizons. To reflect this balance, the actual amount of 2021 NEO PSUs paid on the vesting date is also subject to downward adjustment if the Company's total shareholder return over the Measurement Period ("Company TSR") is less than the total return of the Nasdaq Biotechnology Total Return Index (ticker: NXBI) over the Measurement Period ("Index TSR"). One hundred percent (100%) of the 2021 NEO PSUs as measured above will be paid on the vesting date if the Company TSR meets or exceeds the Index TSR and the zero percent (0%) of the 2021 NEO PSUs as measured above will be paid if the Company TSR is more than twenty-five percent (25%) below the Index TSR, and the actual adjustment on the vesting date will be determined by linear interpolation between the applicable levels noted above.
Our Compensation Committee intends to continue to granting awards with performance-based vesting criteria in future years as a part of our ongoing compensation program.

2020 Performance Awards to CEO and Executive Chairman	
In March 2020, 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 through our outreach efforts, the Committee granted Messrs. Doyle, our Executive Chairman and Mr. Danziger. our CEO, performance-based RSUs ("PSUs") to further align their interests with the
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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. The PSU award was granted in lieu of any future annual equity awards during the performance period. The PSUs will vest upon achievement of the following targets in the following increments, and subject to each executive's continued service through the vesting date:
(1) twenty-five percent (25%) of the target shares are earned for either (x) each successful completion of up to two specified clinical studies or (y) the First FDA Approval and Second FDA Approval (each as defined below) (50% of total Target Shares);
(2) twenty-five percent (25%) of the target shares are earned each for either (x) up to two U.S. Food and Drug Administration (“FDA”) acceptances of a premarket approval (“PMA”) submission by the Company for a new indication or (y) the First FDA Approval and Second FDA Approval (50% of total target shares);
(3) fifty percent (50%) of the outperformance shares are earned if the Company receives one PMA for a new indication (the “First FDA Approval”) within six (6) years of the grant date so long as the Company’s share price, as calculated in accordance with the award agreement, has increased by at least twenty-five percent (25%) from the grant date to a measurement date (the “TSR Vesting Condition”); and
(4) fifty percent (50%) of the outperformance Shares will vest if the Company receives a second PMA for an indication unrelated to the First FDA Approval (the “Second FDA Approval”) within six (6) years of the grant date so long as the Company’s TSR Vesting Condition is met.
Our Compensation Committee believes that the PSUs awarded to Messrs. Doyle and Danziger in 2020 support the creation of sustained shareholder value as we strive to achieve our most critical long-term objectives. 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 PSU only vests 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 total shareholder return ("TSR") 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 below, 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 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 above-target 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.
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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. 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.
Alignment of Financial Interests with those of Shareholders: The PSUs only vest upon the achievement of the targets described above. These targets are designed to be aligned with the long-term shareholder interests.
The PSU awards to Messrs. Doyle and Danziger were intended to incentivize the creation of sustained shareholder value and support the achievement of our most critical long-term objectives. The performance targets were designed to be challenging but achievable with strong management performance.
Our Compensation Committee believes that performance-based equity awards, in addition to granting time-based options and time-based RSUs, incentivize and further align the interests of executives with the interests of shareholders.

			
Other Employee Benefits and Compensation	
We provide limited executive perquisites to some of our NEOs and limited change-in-control benefits as described further below. We generally provide our executives in the United States and Israel with the same benefits provided to all other employees in the United States and Israel, respectively. Mr. Groenhuysen receives a financial planning allowance pursuant to his employment agreement.
In the United States, we sponsor a tax-qualified 401(k) defined contribution plan. Our 401(k) plan, which is generally available to all employees, allows participants to defer amounts of their annual compensation before taxes, up to the maximum amount specified by the U.S. Internal Revenue Code of 1986, as amended (the "Code"). We currently match 50% of the first 6% of a participant’s annual compensation that he or she contributes, up to the maximum permitted by law. In 2021, we did not provide any profit-sharing contributions to our 401(k) plan.
In Israel, we generally provide our executives, including NEOs, with severance, pension, disability and education benefits in line with both Israeli law as well as customary compensation practices among technology companies, including medical device companies. In accordance with certain exceptions under Israeli law, Mr. Danziger is entitled to contractual severance benefits rather than the amounts specified by statute. Such contractual arrangements are common for employees in Israel in the technology sector. For Mr. Danziger, we have contractually agreed to adhere to the provisions of the General Approval and to contribute on a monthly basis to a Managers Insurance Policy (bituach menahalim) on his behalf with respect to severance, pension and disability benefits. In addition, we contribute to an advance study fund/professional education fund (keren hishtalmut) for the benefit of Mr. Danziger. The employment agreement for Mr. Danziger also provides that unused vacation days may be accumulated (for two subsequent years) or redeemed under certain limitations. Each executive is also entitled to recuperation pay (d’mey havra’ah) in accordance with the provisions of the applicable law (with the number of days determined based on seniority). Mr. Danziger is also entitled to one month of paid sick days, fully compensated based on his regular base salary, per each year. Unused sick days may be accumulated for use in subsequent years, up to the maximum of six months.
For additional details with respect to the amounts contributed to the Managers Insurance Policy and professional education fund, please see the footnotes to the 2021 Summary Compensation Table below. Except as described above, we do not currently sponsor or contribute to any qualified or non-qualified defined benefit plan or any non-qualified defined contribution plan, and we do not currently maintain (or have any outstanding obligation with respect to) any traditional non-qualified deferred compensation plan or other deferred compensation plans.
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Compensation Policies and Practices	

Recoupment of Incentive Compensation (“Clawback”)	
Our Policy on Recoupment of Incentive Compensation (the “Recoupment Policy”) applies to all executive officers (as designated by the Board) and any individual who served as an executive officer of the Company in the three year period prior to the date of the event that triggered the Recoupment Policy (each, a “Covered Executive”). The Recoupment Policy permits the Board to recover from a Covered Executive any annual or long-term incentive compensation payment or award made or granted to the Covered Executive during the three year period preceding the filing of Company financial statements that were restated due to the Company’s material noncompliance with any financial reporting requirement under the securities laws (a “Restatement”) if (1) the payment or award was predicated upon achieving certain financial results that were subsequently the subject of the Restatement; (2) the Board determines that the Covered Executive engaged in intentional misconduct that significantly contributed to the need for the Restatement; and (3) a lower payment or award would have been made to the Covered Executive based upon the restated financial results. In addition, the Board may require the return of certain profits realized by a Covered Executive on the sale of Company securities if the Board determines that the Covered Executive engaged in intentional misconduct that significantly contributed to the need for the Restatement.

			
Share Ownership Guidelines	
Our Board believes that requiring executive officers to hold significant amounts of our Ordinary Shares strengthens their alignment with the interest of our shareholders and promotes achievement of long-term business objectives. Accordingly, our share ownership guidelines are intended to align more closely the interests of our executive officers with the interests of our shareholders and to continue to promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of our Ordinary Shares valued at three times their annual base salary (six times in the case of our CEO and our Executive Chairman) within five years of becoming an executive officer or, in the case of officers serving at the time the guidelines were initially adopted, within five years of the date of adoption of the guidelines. Outstanding but unvested PSUs and unvested share options do not count towards the ownership guidelines. The ownership levels of our executive officers and directors as of April 5, 2022 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below. As of the Record Date, all of our NEOs are in compliance with our Share Ownership Guidelines or are expected to be in compliance within the required timeframe.

			
Risk Considerations in our Compensation Program	
During 2021, at the direction of our Compensation Committee, FW Cook, with the assistance of our management, conducted a review of our compensation policies and practices and presented the findings to our Compensation Committee. After consideration of the information presented, our Compensation Committee concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive or unnecessary risk-taking behavior.
In making this determination, our Compensation Committee considered our pay mix, our base salaries, and the attributes of our incentive and other variable compensation programs, including our annual bonus plan, our equity compensation plans and our sales compensation plans. We also have in place numerous business controls such as quarterly reviews of sales compensation, the Recoupment Policy and other internal business and operational approval processes.
Our Compensation Committee believes that the design of our compensation programs as outlined in the "Compensation Discussion and Analysis" places emphasis on long-term incentives and competitive base salaries, while a portion of the total annual compensation is tied to short-term performance in the form of an annual bonus. Our Compensation Committee concluded that the mix and design of the elements of our compensation policies and practices do not motivate imprudent risk-taking. Consequently, we are satisfied that any potential risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.
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COMPENSATION COMMITTEE REPORT	
We have reviewed and discussed with management the Compensation Discussion and Analysis. Based on that review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and our Annual Report.
COMPENSATION COMMITTEE
William Vernon, Chair
Kinyip Gabriel Leung
Martin Madden

			
2021 Summary Compensation Table	
The following table sets forth total compensation paid to our NEOs for 2021 and, to the extent required by applicable SEC disclosure rules, 2020 and 2019.

Named executive officer and
principal position		Fiscal
year		Salary
($)(1)		Bonus
($)		Stock
Awards
($)(2)		Option
awards
($)(3)		Non-equity
incentive plan
compensation
($)(4)		All other
compensation
($)		Total ($)	
Asaf Danziger (5)
Chief Executive Officer		2021		876,086		0		0		0		0		303,197		1,179,283	
		2020		781,868		0		6,946,850		0		934,607		293,379		8,956,704	
		2019		702,295		0		1,155,020		4,472,183		693,139		293,970		7,316,607	
																	
Wilhelmus Groenhuysen (6)
Chief Operating Officer		2021		615,000		0		3,833,245		1,914,408		0		24,308		6,386,961	
		2020		611,400		250,000		3,666,529		1,827,243		553,500		29,252		6,937,924	
		2019		600,600		0		962,485		2,202,814		396,396		33,789		4,196,084	
																	
Ashley Cordova (7)
Chief Financial Officer		2021		477,500		0		3,333,248		1,664,746		0		8,950		5,484,444	
		2020		367,175		300,000		1,374,846		873,201		318,750		9,277		3,243,249	
																	
Pritesh Shah (8)
Chief Commercial Officer		2021		500,000		0		3,333,248		1,664,746		0		8,900		5,506,894	
		2020		481,250		0		3,333,276		1,661,147		450,000		14,925		5,940,598	
		2019		425,000		0		867,982		2,027,390		280,500		73,061		3,673,933	
																	
Todd Longsworth (9) General Counsel		2021		480,000		0		3,166,558		1,581,525		0		8,700		5,236,783	
		2020		437,500		300,000		2,666,583		1,328,550		405,000		11,739		5,149,372	
(1)Mr. Danziger’s annual base salary, expressed in U.S. dollars, is $700,000. In accordance with Company practice/policy, Mr. Danziger’s annual base salary is paid in NIS. The difference between the salary amounts established by our Compensation Committee and those reported in the table above are due to currency translations. The Company uses an exchange rate of 4 NIS per 1 USD and translates the amount paid in NIS according to each transaction date.

(2)These amounts represent the aggregate grant date fair value of time-based RSUs and PSUs made during 2021, 2020 and 2019, respectively, calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to Note 14 of Novocure’s financial statements in the Annual Report. For performance-based restricted share unit awards to NEOs other than Mr. Danziger made in March 2021, these amounts reflect the grant date fair value of such awards at the time of grant based upon the probable outcome (earning 100% of target) at the time of grant. The value of the performance-based restricted share unit awards granted March 2, 2021, assuming that the highest level of performance conditions was achieved was $3,833,423, $3,333,421, $3,333,421 and $3,166,602 for Messrs. Groenhuysen, Cordova, Shah and Longsworth, respectively. The amounts reflected
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in this column do not represent the actual amounts paid to or realized by the NEOs for awards made during 2021, 2020 and 2019.

(3)These amounts represent the aggregate grant date fair value of share option awards made during 2021, 2020 and 2019, respectively, calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to Note 14 of the Novocure financial statements in the Annual Report. The amounts reflected in this column do not represent the actual amounts paid to or realized by the NEOs for awards made during 2021, 2020 and 2019.

(4)As noted in "Compensation Discussion and Analysis - Annual Incentives" above, with respect to the 2021 annual incentive program, the Compensation Committee delivered the 2021 annual incentive bonus amounts to the NEOs in share option grants awarded in March 2022 that vest over two years. The value of the share options received were $583,693 for Mr. Danziger, $332,100, for Mr. Groenhuysen, $222,750 for Ms. Cordova, $270,000 for Mr. Shah and $264,600 for Mr. Longsworth. Such amounts will be reported as compensation in the 2022 proxy statement. Mr. Danziger's option value 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.

(5)A detailed breakdown of “All other compensation” for Mr. Danziger for 2021 is provided in the table below, in each case, based on actual cost expressed in U.S. dollars.
																											
Name		Company
contribution
to
benefits ($)(a)		Vacation
payout ($)(b)		Automobile
payments ($)		Total ($)	
Asaf Danziger		209,160 			94,037 			— 			303,197 		
(a)Amount includes $130,538 in severance and pension contributions from us to Mr. Danziger’s Managers Insurance Policy; $65,031 in contributions from us to Mr. Danziger’s advance study fund/professional education fund (keren hishtalmut); $13,591 in payments by us in respect of social security and recuperation pay required by statute in Israel, convalescence pay and holiday gift cards given to Company employees twice per year (Passover and Rosh Hashana) and grossed up for taxes (includes $1,058 for gift cards, of which $539 is the value of the gift cards and $539 is the gross up amount).
(b)Represents payment for 28 days of accrued but unused vacation time paid to Mr. Danziger pursuant to the exercise of his right, in accordance with his employment agreement, to annually elect to receive a cash payment based on his base salary in respect of such accrued but unused vacation time in lieu of using such accrued vacation in the future.

(6)"All other compensation” for Mr. Groenhuysen for 2021 was comprised of tax preparation fees of $13,979, insurance premiums of $1,629 and $8,700 in matching contributions pursuant to the Company's 401(k) plan.

(7)“All other compensation” for Ms. Cordova for 2021 was comprised of a wellness bonus of $200, a $50 gift card and $8,700 in matching contributions pursuant to the Company's 401(k) plan.

(8)“All other compensation” for Mr. Shah for 2021 was comprised of a wellness bonus of $200 and $8,700 in matching contributions pursuant to the Company's 401(k) plan.

(9)"All other compensation" for Mr. Longsworth for 2021 was comprised of $8,700 in matching contributions pursuant to the Company's 401(k) plan.
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2021 Grants of Plan-Based Awards	
Annual bonus opportunities and equity awards made in 2021 are reflected in the table below:

				Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards		Estimated Future Payouts
Equity Incentive
Plan Awards(1)		All Other Stock Awards: Number of Shares or Stock or Units (#)(2)		All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)(2)		Exercise
or Base
Price of
Option
Awards
Price
($/sh)		Grant Date
Fair Value
of Share
& Option
Awards ($)(3)	
Named
Executive
Officer		Grant
Date		Threshold
($)		Target
($)(1)		Maximum
($)		Threshold
(#)		Target
(#)		Maximum
(#)									
Asaf Danziger				525,000 			1,050,000 																
																							
Wilhelmus Groenhuysen		369,000 			738,000 																
(4)		3/2/2021																23,004 			153.09		1,914,408 		
(5)		3/2/2021														12,519 							1,916,534 		
(6)		3/2/2021								8,388 			16,775 			33,550 									1,916,712 		
Ashley Cordova				247,500 			495,000 																
(4)		3/2/2021																20,004 			153.09 			1,664,746 		
(5)		3/2/2021														10,886 							1,666,538 		
(6)		3/2/2021								7,294 			14,587 			29,174 									1,666,711 		
Pritesh Shah				300,000 			600,000 																
(4)		3/2/2021																20,004 			153.09 			1,664,746 		
(5)		3/2/2021														10,886 							1,666,538 		
(6)		3/2/2021								7,294 			14,587 			29,174 									1,666,711 		
																							
Todd Longsworth				294,000 			588,000 																
(4)		3/2/2021																19,004 			153.09 			1,581,525 		
(5)		3/2/2021														10,342 							1,583,257 		
(6)		3/2/2021								6,929 			13,857 			27,714 									1,583,301 		
(1)As described above under “Annual Incentives” each NEO had the opportunity to earn a 2021 annual cash bonus. Targets are based on a percentage of the NEO’s salary. The target amount represents the amount payable if the target performance (100% achievement) was met. Amounts, if any, paid are reflected in the 2021 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. As noted in "Compensation Discussion and Analysis - Annual Incentives" above, with respect to the 2021 annual incentive program, the Compensation Committee delivered the 2021 annual incentive bonus amounts to the NEOs in share option grants awarded in March 2022 that vest over two years. The value of the share options received were $583,693 for Mr. Danziger, $332,100, for Mr. Groenhuysen, $222,750 for Ms. Cordova, $270,000 for Mr. Shah and $264,600 for Mr. Longsworth. Such amounts will be reported as compensation in the 2022 proxy statement. Mr. Danziger's option value 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)All equity awards made during 2021 were granted under the Company’s 2015 Plan.
(3)These amounts represent the aggregate grant date fair value of time-based RSUs and PSUs made during 2021 calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to Note 14 of Novocure’s financial statements in the Form 10-K for the year ended December 31, 2021, as filed with the SEC. For performance-based
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restricted share unit made in March 2021, these amounts reflect the grant date fair value of such awards at the time of grant based upon the probable outcome (earning 100% of target) at the time of grant. The value of the PSU awards granted March 2, 2021, assuming that the highest level of performance conditions was achieved was $3,833,423, $3,333,421, $$3,333,421 and $3,166,602, for Mr. Groenhuysen, Ms. Cordova, Mr. Shah and Mr. Longsworth, respectively.
These amounts represent the aggregate grant date fair value of share option awards made during 2021, calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to Note 14 of the Novocure financial statements in the Form 10-K for the year ended December 31, 2021, as filed with the SEC.
(4)Reflects a share option award granted on March 2, 2021 that vests in four equal installments on each of the first four anniversaries of the grant date, subject to the executive’s continued service through the applicable vesting date. All options have an exercise price equal to the closing market price of our Ordinary Shares on the date of the award.
(5)Reflects an RSU award granted on March 2, 2021 that vests in three equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued service through the applicable vesting date.
(6)Represents the threshold, target and maximum number of achievable shares pursuant to the 2021 NEO PSU awards granted on March 2, 2021 (See “Compensation Discussion and Analysis — Long-term Incentives” on page 46).

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Outstanding Equity Awards at 2021 Fiscal Year End	
The following table sets forth information regarding outstanding share option and unvested RSU awards for our NEOs.
																																																																											
		Option Awards		Stock Awards															
Named executive officer	Grant
date	Number of
securities
underlying
unexer-cised
options (#)—
exercis-able	Number of
securities
underlying
unexer-cised
options (#)—
unexercis-able	Option
exercise
price
($ per  share)	Option
expiration
date		Number of Shares or Other Units of Stock That Have Not Vested (#)(1)	Market
Value of
Shares or
Units of Stock
That Have
Not  Vested
($) (5)	Equity Incentive Plan Awards: # Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested (#)(6)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units, or Other Rights That Have Not Yet Vested ($)(5)															
Asaf Danziger	3/3/2020								100,142 		7,518,661 																
(3)	5/8/2019	— 		115,060 		47.56 		5/7/2029		— 		— 		— 		— 																
(4)	5/8/2019	— 		35,000 		47.56 		5/7/2029		— 		— 		— 		— 																
(2)	3/22/2019	22,477 		22,476 		47.04 		3/21/2029		8,184 		614,455 		— 		— 																
(2)	2/27/2018	152,069 		50,689 		21.15 		2/26/2028		— 		— 		— 		— 																
(2)	2/22/2017	187,500 		— 		7.15 		2/21/2027		— 		— 		— 		— 																
(2)	2/24/2016	25,000 		— 		11.46 		2/24/2026		— 		— 		— 		— 																
																									
Wilhelmus Groenhuysen (2)	3/2/2021	— 		23,004 		153.09 		3/1/2031		12,519 		939,927 		16,775 		1,259,467 																
(2)	9/1/2020	945 		2,834 		84.68 		8/31/2030		1,311 		98,430 		1,968 		147,757 																
(2)	3/3/2020	11,581 		34,742 		69.37 		3/2/2030		16,016 		1,202,481 		24,025 		1,803,797 																
(3)	5/8/2019	— 		36,650 		47.56 		5/7/2029		— 		— 		— 		— 																
(4)	5/8/2019	— 		20,000 		47.56 		5/7/2029		— 		— 		— 		— 																
(2)	3/22/2019	18,731 		18,730 		47.04 		3/21/2029		6,820 		512,046 		— 		— 																
(2)	2/27/2018	126,724 		42,241 		21.15 		2/26/2028		— 		— 		— 		— 																
(2)	2/22/2017	292,500 		— 		7.15 		2/21/2027		— 		— 		— 		— 																
(2)	1/12/2016	450,000 		— 		21.90 		1/12/2026		— 		— 		— 		— 																
(2)	3/5/2015	266,085 		— 		14.37 		2/23/2025		— 		— 		— 		— 																
																									
Ashley Cordova (2)	3/2/2021	— 		20,004 		153.09 		3/1/2031		10,886 		817,321 		14,587 		1,095,192 																
(2)	9/1/2020	2,834 		8,502 		84.68 		8/31/2030		3,935 		295,440 		5,904 		443,272 																
(2)	3/3/2020	— 		7,816 		69.37 		3/3/2030		3,603 		270,513 		— 		— 																
(2)	3/22/2019	— 		7,297 		47.04 		3/21/2029		2,657 		199,488 		— 		— 																
(2)	10/30/2018	2,767 		2,766 		32.02 		10/29/2028		— 		— 		— 		— 																
(2)	2/27/2018	— 		8,025 		21.15 		2/26/2028		— 		— 		— 		— 																
(2)	7/26/2017	1,573 		— 		19.25 		7/25/2027		— 		— 		— 		— 																
(2)	2/22/2017	9,752 		— 		7.15 		2/21/2027		— 		— 		— 		— 																
(2)	7/27/2016	2,480 		— 		11.44 		7/27/2026		— 		— 		— 		— 																
(2)	2/24/2016	8,936 		— 		11.46 		2/24/2026		— 		— 		— 		— 																
(2)	4/22/2015	3,840 		— 		15.60 		4/22/2025		— 		— 		— 		— 																
																									
Pritesh Shah (2)	3/2/2021	— 		20,004 		153.09 		3/1/2031		10,886 		817,321 		14,587 		1,095,192 																
(2)	9/1/2020	945 		2,834 		84.68 		8/31/2030		1,311 		98,430 		1,968 		147,757 																
(2)	3/3/2020	10,423 		31,267 		69.37 		3/2/2030		14,415 		1,082,278 		21,623 		1,623,455 																
(3)	5/8/2019	— 		33,052 		47.56 		5/7/2029		— 		— 		— 		— 																
(4)	5/8/2019	— 		20,000 		47.56 		5/7/2029		— 		— 		— 		— 																
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(2)	3/22/2019	16,892 		16,891 		47.04 		3/21/2029		6,150 		461,742 		— 		— 																
(2)	7/31/2018	10,229 		5,114 		34.00 		7/30/2028		— 		— 		— 		— 																
(2)	5/1/2018	15,000 		7,500 		27.60 		4/30/2028		— 		— 		— 		— 																
(2)	2/27/2018	33,793 		16,896 		21.15 		2/26/2028		— 		— 		— 		— 																
(2)	7/26/2017	25,000 		— 		19.25 		7/25/2027		— 		— 		— 		— 																
(2)	5/2/2017	25,000 		— 		11.85 		5/2/2027		— 		— 		— 		— 																
(2)	2/22/2017	18,514 		— 		7.15 		2/21/2027		— 		— 		— 		— 																
(2)	2/24/2016	24 		— 		11.46 		2/24/2026		— 		— 		— 		— 																
																									
Todd Longsworth (2)	3/2/2021		19,004 		153.09 		3/1/2031		10,342 		776,477 		13,857 		1,040,384 																
(2)	3/3/2020	9,265 		27,793 		69.37 		3/2/2030		12,813 		962,000 		19,220 		1,443,038 																
(3)	5/8/2019	— 		29,320 		47.56 		5/7/2029		— 		— 		— 		— 																
(4)	5/8/2019	— 		20,000 		47.56 		5/7/2029		— 		— 		— 		— 																
(2)	3/22/2019	14,985 		14,984 		47.04 		3/21/2029		5,456 		409,636 		— 		— 																
(2)	2/27/2018	60,828 		30,413 		21.15 		2/26/2028		— 		— 		— 		— 																
(2)	2/22/2017	113,752 		— 		7.15 		2/21/2027		— 		— 		— 		— 																
(2)	2/24/2016	30,000 		— 		11.46 		2/24/2026		— 		— 		— 		— 																
(2)	3/5/2015	7,951 		— 		14.37 		2/23/2025		— 		— 		— 		— 																
(2)	10/24/2014	44,347 		— 		7.73 		10/24/2024		— 		— 		— 		— 																
(2)	7/24/2013	59,130 		— 		7.04 		7/23/2023		— 		— 		— 		— 																
(2)	2/20/2013	41,391 		— 		7.03 		2/19/2023		— 		— 		— 		— 																
(1)The “Stock Awards” column reflects time-based restricted share unit awards that vest in three equal installments on or about each of the first three anniversaries of the grant date, subject to the NEO’s continued service through the applicable vesting date (awards granted on March 22, 2019 vest on the first three anniversaries of March 5, 2019).
(2)Reflects share option awards that vest in four equal installments on or about each of the first four anniversaries of the grant date, subject to the NEO’s continued service through the applicable vesting date (awards granted on March 22, 2019 vest on the first four anniversaries of March 5, 2019).
(3)Reflects performance-based options to buy Ordinary Shares that will fully vest and become exercisable on May 8, 2022 if the NEO remains continuously employed through such date. The vesting of these options included a condition that the closing price of Ordinary Shares be at least $59.45 (which was an increase of 25% from the closing price on the date of grant) for a period of at least twenty (20) consecutive trading days during the period beginning on the two-year anniversary of the date of grant and ending on the three-year anniversary of the date of grant. This price condition was met in 2021.
(4)Reflects performance-based options to buy Ordinary Shares that will fully vest and become exercisable on May 8, 2022 if the NEO remains continuously employed through such date. The vesting of these options included a condition that the closing price of Ordinary Shares be at least $71.34 (which was an increase of 50% from the closing price on the date of grant) for a period of at least twenty (20) consecutive trading days during the period beginning on the two-year anniversary of the date of grant and ending on the three-year anniversary of the date of grant. This price condition was met in 2021.
(5)    Calculated based on the closing share price of $75.08 on December 31, 2021.
(6)    Represents the target number of achievable shares that may be earned pursuant to PSU awards granted on March 3, 2020, September 1, 2020 and March 2, 2021. If all of the performance conditions are achieved for Mr. Danziger’s March 2020 PSUs, they would vest in 1,001,426 Ordinary Shares. For the remaining PSUs, vesting may range from 0% to 200% of the target share number.
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2021 Option Exercises and Stock Vested	

	Option Awards		Stock Awards	
Named Executive Officer	Number of
Shares Acquired
on Exercise (#)		Value
Realized on
Exercise ($)(1)		Number of
Shares Acquired
on Vesting (#)		Value
Realized on
Vesting ($)(2)	
Asaf Danziger	— 			— 			17,444 			2,471,168 		
Wilhelmus Groenhuysen	— 			— 			23,201 			3,373,345 		
Ashley Cordova	36,624 			4,129,462 			8,396 			1,164,197 		
Pritesh Shah	13,987 			1,763,761 			23,152 			3,520,013 		
Todd Longsworth	36,396 			5,753,236 			17,418 			2,536,110 		
(1)The value realized on exercise is the difference between the market price of our Ordinary Shares at the time of exercise and the exercise price, multiplied by the number of shares acquired on exercise.
(2)The value realized on vesting is the closing price of our Ordinary Shares the day prior to vesting, multiplied by the number of shares received on vesting.

			
Potential Payments upon Termination or Change in Control	
We have entered into written employment agreements with each of our NEOs. These employment agreements, as generally described below, were intended to acknowledge and set forth the terms and conditions of each executive’s employment with us, including each executive’s duties and responsibilities, initial base salary levels, bonus and equity grant eligibility, employee benefit entitlements and severance protection. In addition, each of the employment agreements includes certain restrictive covenants, including non-competition, non-solicitation, non-disclosure and/or non-disparagement covenants, which are intended to protect our interests as well as the interests of our shareholders, affiliates, directors, officers and employees.
We do not have any employment or other individual agreements with or in respect of any NEO that provide for an excise tax gross-up payment relating to a change in control. To the contrary, the employment agreements with Ashley Cordova, Wilhelmus Groenhuysen, Todd Longsworth and Pritesh Shah provide that, in the event that the executive’s receipt of payments or distributions would subject him or her to the golden parachute excise tax under Section 4999 of the Code, the amount of parachute payments within the meaning of Section 280G of the Code will be reduced to the greatest amount payable that would not result in such tax, but only if it is determined such reduction would cause the executive to be better off, on a net after-tax basis, if such payments were so reduced than without such reduction and payment of the excise tax under Section 4999 of the Code.
Each of our NEOs is subject to an employment agreement that entitles the NEO to severance benefits, as follows:
			
Danziger Employment Agreement	
On October 10, 2016, one of our subsidiaries entered into an employment agreement with Asaf Danziger pursuant to which Mr. Danziger serves as our Chief Executive Officer. Under his employment agreement, Mr. Danziger’s employment may be terminated by either Mr. Danziger or us at any time, subject to our obligation to provide severance in certain instances as discussed below.
We have contractually agreed to provide severance benefits and, pursuant to applicable law, we contribute on a monthly basis to a Managers Insurance Policy (bituach menahalim) on Mr. Danziger’s behalf. Such monthly contributions cover pension and disability benefits as well as severance pay in lieu of our statutory obligation to provide such payment under Israel’s Severance Pay Law. Pursuant to his employment agreement, Mr. Danziger is the beneficiary of a Managers Insurance Policy pursuant to which we contribute on a monthly basis 8.33% of his monthly gross salary in respect of severance, 6.25% of monthly gross salary in respect of pension benefits and up to 2.5% of monthly gross salary in respect of disability benefits. In addition to these Company contributions, Mr. Danziger contributes to his Managers Insurance Policy by way of a deduction from his monthly salary, a monthly amount equal to 5.75% of his monthly gross salary. Mr. Danziger is also entitled to one month of paid sick days, fully compensated based on his regular base salary, per each year. Unused sick days may be accumulated for use in subsequent years, up to the maximum of six months.
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Upon termination of Mr. Danziger’s employment by us without “cause” (but for reasons other than death or “disability”) or resignation by Mr. Danziger for “good reason” (each a “Qualifying Termination”) prior to a “change in control,” subject to Mr. Danziger’s execution without revocation of a release of claims, we will provide Mr. Danziger with a Severance Adjustment, payable in a lump sum, which will be equal to the positive difference, if any, between (a) Mr. Danziger’s annual base salary and (b) the contributed policy value (i.e., the amount in the Managers Insurance policy/pension fund which is attributable to our contributions in respect of severance pay) (the “Contributed Policy Value”).
Upon a Qualifying Termination within 12 months following a change in control, and subject to Mr. Danziger’s execution without revocation of a release of claims, we will provide Mr. Danziger with a Change in Control Severance Adjustment, payable in a lump sum, which will be equal to the positive difference, if any, between (a) the sum of two-times his annual base salary plus two times target annual bonus, and (b) the Contributed Policy Value. Additionally, any share options or other equity awards other than PSUs granted to Mr. Danziger after the effective date of Mr. Danziger’s employment agreement will become fully vested on the date of such termination.
Pursuant to his employment agreement, Mr. Danziger is subject to perpetual confidentiality and non-disparagement covenants, as well as non-compete and employee, customer and supplier non-solicit covenants applicable during his employment and for 12 months thereafter.

Groenhuysen Employment Agreement	
Effective September 1, 2020, one of our subsidiaries entered into an employment agreement with Wilhelmus Groenhuysen pursuant to which Mr. Groenhuysen serves as our Chief Operating Officer. Under his employment agreement, Mr. Groenhuysen’s employment is “at-will” and may be terminated by either Mr. Groenhuysen or us at any time, subject to our obligation to provide severance in certain instances as discussed below. Upon termination of Mr. Groenhuysen’s employment by the Company without “cause” (but for reasons other than death or “disability”) or resignation by Mr. Groenhuysen for “good reason” (each a “Qualifying Termination”) prior to a “change in control,” subject to Mr. Groenhuysen’s execution without revocation of a release of claims, he will be eligible to receive his base salary, paid in a lump sum, and, to the extent he timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Mr. Groenhuysen and his eligible dependents as of the date of termination until the earlier of (i) 12 months following the date of termination and (ii) the date Mr. Groenhuysen is eligible for coverage under a subsequent employer’s health plan.
Upon a Qualifying Termination within 12 months following a change in control, and subject to Mr. Groenhuysen’s execution without revocation of a release of claims, Mr. Groenhuysen will be eligible to receive an aggregate amount equal to the sum of two times his base salary plus target annual bonus, paid in a lump sum, and to the extent he timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Mr. Groenhuysen and his eligible dependents as of the date of termination until the earlier of (i) 12 months following the date of termination and (ii) the date Mr. Groenhuysen is eligible for coverage under a subsequent employer’s health plan. Additionally, any share options or other equity awards other than PSUs granted to Mr. Groenhuysen after the effective date of his employment agreement will become fully vested on the date of such termination.
Pursuant to his employment agreement, Mr. Groenhuysen is subject to perpetual confidentiality and non-disparagement covenants, as well as non-compete and employee, customer and supplier non-solicit covenants applicable during his employment and for 12 months thereafter.

Cordova Employment Agreement	
Effective September 1, 2020, one of our subsidiaries entered into an employment agreement with Ashley Cordova pursuant to which Ms. Cordova serves as our Chief Financial Officer. Under her employment agreement, Ms. Cordova’s employment is “at-will” and may be terminated by either Ms. Cordova or us at any time, subject to our obligation to provide severance in certain instances as discussed below.
Upon termination of Ms. Cordova’s employment by the Company without “cause” (but for reasons other than death or “disability”) or resignation by Ms. Cordova for “good reason” (each a “Qualifying Termination”) prior to a “change in control,” subject to Ms. Cordova’s execution without revocation of a release of claims, she will be eligible to receive an amount equal to 75% of her base salary, paid in equal installments over a period of nine months, and, to
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the extent she timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Ms. Cordova and her eligible dependents as of the date of termination until the earlier of (i) nine months following the date of termination and (ii) the date Ms. Cordova is eligible for coverage under a subsequent employer’s health plan.
Upon a Qualifying Termination within 12 months following a change in control, and subject to Ms. Cordova’s execution without revocation of a release of claims, Ms. Cordova will be eligible to receive an aggregate amount equal to the sum of 1.5 times her base salary plus target annual bonus, paid in equal installments over a period of 18 months, and to the extent she timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Ms. Cordova and her eligible dependents as of the date of termination until the earlier of (i) 12 months following the date of termination and (ii) the date Ms. Cordova is eligible for coverage under a subsequent employer’s health plan. Additionally, any share options or other equity awards granted to Ms. Cordova after the effective date of her employment agreement will become fully vested on the date of such termination.
Pursuant to her employment agreement, Ms. Cordova is subject to perpetual confidentiality and non-disparagement covenants, as well as non-compete and employee, customer and supplier non-solicit covenants applicable during her employment and for nine months thereafter.

Shah Employment Agreement	
On July 25, 2018, one of our subsidiaries entered into an employment agreement with Pritesh Shah pursuant to which Mr. Shah serves as our Chief Commercial Officer. Under his employment agreement, Mr. Shah’s employment is “at-will” and may be terminated by either Mr. Shah or us at any time, subject to our obligation to provide severance in certain instances as discussed below.
Upon termination of Mr. Shah’s employment by the Company without “cause” (but for reasons other than death or “disability”) or resignation by Mr. Shah for “good reason” (each a “Qualifying Termination”) prior to a “change in control,” subject to Mr. Shah’s execution without revocation of a release of claims, he will be eligible to receive an amount equal to 75% of his base salary, paid in equal installments over a period of nine months, and, to the extent he timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Mr. Shah and his eligible dependents as of the date of termination until the earlier of (i) nine months following the date of termination and (ii) the date Mr. Shah is eligible for coverage under a subsequent employer’s health plan.
Upon a Qualifying Termination within 12 months following a change in control, and subject to Mr. Shah’s execution without revocation of a release of claims, Mr. Shah will be eligible to receive an aggregate amount equal to the sum of 1.5 times his base salary plus target annual bonus, paid in equal installments over a period of 18 months, and to the extent he timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Mr. Shah and his eligible dependents as of the date of termination until the earlier of (i) 12 months following the date of termination and (ii) the date Mr. Shah is eligible for coverage under a subsequent employer’s health plan. Additionally, any share options or other equity awards other than PSUs granted to Mr. Shah after the effective date of his employment agreement will become fully vested on the date of such termination.
Pursuant to his employment agreement, Mr. Shah is subject to perpetual confidentiality and non-disparagement covenants, as well as non-compete and employee, customer and supplier non-solicit covenants applicable during his employment and for 9 months thereafter.

Longsworth Employment Agreements	
On February 3, 2017, one of our subsidiaries entered into an employment agreement (the "2017 Longsworth Agreement") with Todd Longsworth pursuant to which Mr. Longsworth served as our General Counsel. Under his employment agreement, Mr. Longsworth’s employment is “at-will” and may be terminated by either Mr. Longsworth or us at any time, subject to our obligation to provide severance in certain instances as discussed below.
Upon termination of Mr. Longsworth’s employment by the Company without “cause” (but for reasons other than death or “disability”) or resignation by Mr. Longsworth for “good reason” (each a “Qualifying Termination”) prior to a
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“change in control,” subject to Mr. Longsworth’s execution without revocation of a release of claims, he will be eligible to receive an amount equal to 75% of his base salary at the highest level in effect within the six month period ending on the date of the Qualifying Termination, paid in one lump sum, and, to the extent he timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Mr. Longsworth and his eligible dependents as of the date of termination until the earlier of (i) nine months following the date of termination and (ii) the date Mr. Longsworth is eligible for coverage under a subsequent employer’s health plan.
Upon a Qualifying Termination within 12 months following a change in control, and subject to Mr. Longsworth’s execution without revocation of a release of claims, Mr. Longsworth will be eligible to receive an aggregate amount equal to the sum of 1.5 times his base salary plus target annual bonus, paid in one lump sum, and to the extent he timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Mr. Longsworth and his eligible dependents as of the date of termination until the earlier of (i) 12 months following the date of termination and (ii) the date Mr. Longsworth is eligible for coverage under a subsequent employer’s health plan. Additionally, any share options or other equity awards other than PSUs granted to Mr. Longsworth after the effective date of his employment agreement will become fully vested on the date of such termination.
Pursuant to the 2017 Longsworth Agreement, Mr. Longsworth is subject to perpetual confidentiality and non-disparagement covenants, as well as non-compete and employee, customer and supplier non-solicit covenants applicable during his employment and for nine months thereafter.
Effective March 31, 2022, Mr. Longsworth resigned as General Counsel of the Company. No severance payments under the 2017 Longsworth Agreement were payable as a result of his resignation. Effective April 1, 2022, Mr. Longsworth entered into a new employment agreement (the "2022 Longsworth Agreement") with one of our subsidiaries, pursuant to which Mr. Longsworth serves as Senior Legal Advisor until March 31, 2023 (the "End Date"). Under the 2022 Longsworth Agreement, Mr. Longsworth’s employment is “at-will” and may be terminated by either Mr. Longsworth or us prior to the End Date, subject to our obligation to provide severance in certain instances as discussed below. The 2022 Longsworth Agreement terminates and replaces the 2017 Longsworth Agreement.
Upon Qualifying Termination (as defined in the same manner as the 2017 Longsworth Agreement), subject to Mr. Longsworth’s execution without revocation of a release of claims, he will be eligible to receive (i) an amount equal to the remainder of his base salary through the End Date, paid in one lump sum: (ii) to the extent he timely elects COBRA continuation coverage and pays the full monthly premiums, a monthly amount equal to the full monthly premium for COBRA continuation coverage for the level of coverage in effect for Mr. Longsworth and his eligible dependents as of the date of termination until the earlier of (A) the End Date and (B) the date Mr. Longsworth is eligible for coverage under a subsequent employer’s health plan; and (iii) accelerated vesting of any unvested equity awards pursuant to the 2015 Omnibus Incentive Plan that would have vested as of March 31, 2023, and, in addition, the exercise period for all equity awards outstanding shall be extended as if the “Termination of Employment” as defined in the 2015 Omnibus Incentive Plan occurred as of March 31, 2023.
Pursuant to the 2022 Longsworth Agreement, Mr. Longsworth is subject to perpetual confidentiality and non-disparagement covenants, as well as non-compete and employee, customer and supplier non-solicit covenants applicable during his employment and for six months thereafter.
The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of (i) an involuntary termination without “cause” or a resignation by the executive for good reason and (ii) an involuntary termination without “cause” or a resignation by the executive for good reason within twelve months following a change in control. The amounts shown assume that the applicable triggering event occurred on December 31, 2021 based on the employment agreements in effect as of such date, and therefore are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event. The contributed policy value (i.e. the amount in the managers insurance policy/pension fund which is attributable to our contributions in respect of severance pay) (the “Contributed Policy Value”) for Mr. Danziger was determined using the NIS to USD exchange rate as of December 31, 2021.
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				Triggering Event		
Name		Type of Payment		Involuntary Without Cause or
by Executive for
Good Reason Prior to CIC ($)
12/31/2021		Involuntary Without Cause or
by Executive for
Good Reason after CIC ($)
12/31/2021		
Asaf Danziger		Cash severance		0 		(1)	1,296,956 		(2)	
		Benefit continuation		0 			0 			
		Equity acceleration		0 			8,107,991 		(3)	
		TOTAL		— 			9,404,947 			
								
Wilhelmus Groenhuysen		Cash severance		615,000 		(4)	1,968,000 		(6)	
		Benefit continuation		32,666 		(5)	32,666 		(5)	
		Equity acceleration		0 			7,313,514 		(3)	
		TOTAL		647,666 			9,314,180 			
								
Ashley Cordova		Cash severance		371,250 		(7)	1,113,750 		(9)	
		Benefit continuation		24,500 		(8)	32,666 		(5)	
		Equity acceleration		0 			2,383,891 		(3)	
		TOTAL		395,750 			3,530,307 			
								
Pritesh Shah		Cash severance		375,000 		(10)	1,200,000 		(11)	
		Benefit continuation		24,500 		(8)	32,666 		(5)	
		Equity acceleration		0 			6,049,305 		(3)	
		TOTAL		399,500 			7,281,971 			
								
Todd Longsworth		Cash severance		367,500 		(12)	1,176,000 		(13)	
		Benefit continuation		24,500 		(8)	32,666 		(5)	
		Equity acceleration		0 			5,724,423 		(3)	
		TOTAL		392,000 			6,933,089 			
(1)Mr. Danziger is entitled to a lump sum, equal to the positive difference, if any, between his (a) annual base salary and (b) the Contributed Policy Value, as more fully described above. At December 31, 2021, the Contributed Policy Value was $1,153,044, which is in excess of Mr. Danziger's base salary.
(2)Mr. Danziger is entitled to a lump sum equal to the positive difference, if any, between (a) the sum of two times his annual base salary plus two times his target annual bonus at the levels in effect at termination, and (b) the Contributed Policy Value, as more fully described above. At December 31, 2021, the Contributed Policy Value was $1,153,044. The potential Cash Severance reported reflects our payment to Mr. Danziger and does not include the Contributed Policy Value.
(3)Represents the excess of fair market value of the underlying shares over the exercise price of unvested share options and the fair market value of shares underlying unvested RSUs as of December 31, 2021, to the extent such shares would have become vested and exercisable if a termination of employment following a change in control occurred at December 31, 2021.
(4)Mr. Groenhuysen is entitled to a lump sum payment, equal to his annual base salary in effect at termination.
(5)Each of Mr. Groenhuysen, Ms. Cordova, Mr. Shah and Mr. Longsworth are entitled to the value of payments of COBRA premiums for themselves and their eligible dependents for up to 12 months following date of termination.
(6)Mr. Groenhuysen is entitled to a lump sum payment, equal to the sum of two times his base salary plus target annual bonus at the levels in effect at termination.
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(7)Ms. Cordova is entitled to receive continued payment of 75% of her base salary in effect at termination paid in installments over 9 months from the date of termination.
(8)Includes the value of payments of COBRA premiums for the executive and their eligible dependents for up to 9 months following date of termination.
(9)Ms. Cordova is entitled to receive an aggregate amount equal to the sum of 1.5 times her base salary plus her target annual bonus at the levels in effect at termination, paid in installments over 18 months from the date of termination.
(10)Mr. Shah is entitled to receive continued payment of 75% of his base salary in effect at termination paid in installments over 9 months from the date of termination.
(11)Mr. Shah is entitled to receive an aggregate amount equal to the sum of 1.5 times his base salary plus his target annual bonus at the levels in effect at termination, paid in installments over 18 months from the date of termination.
(12)Mr. Longsworth is entitled to a lump sum payment equal to 75% of his base salary at the highest level in effect within the six month period ending on the date of termination.
(13)Mr. Longsworth is entitled to receive a lump sum payment in an aggregate amount equal to the sum of 1.5 times his base salary plus his target annual bonus at the levels in effect at termination.

			
Equity Compensation Plan Information	
The following table gives information about our Ordinary Shares that may be issued upon the exercise of share options and vesting of RSU awards under all of our existing equity compensation plans as of December 31, 2021, including the 2003 Share Option Plan, the 2013 Share Option Plan, the 2015 Plan and the Employee Share Purchase Plan ("ESPP").

		Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights		Weighted
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights		Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
(excluding
securities
reflected in
column (a))	
Plan Category		(a)		(b)		(c)	
Equity Compensation Plans Approved by Shareholders		13,008,429 			$	21.75 			23,536,406 		
Equity Compensation Plans Not Approved by Shareholders		— 			— 			— 		
Total		13,008,429 			$	21.75 			23,536,406 		
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2021 PAY RATIO	
As required by SEC rules, we are disclosing the median of the annual total compensation of our employees (excluding the CEO), the annual total compensation of our CEO, Mr. Asaf Danziger, and the ratio of these two amounts.
We have estimated the median of the 2021 annual total compensation of our employees, excluding our CEO, to be $125,119. The 2021 annual total compensation of our CEO as reported in the Summary Compensation Table, is $1,179,283. The ratio of the total compensation of our CEO to the estimated median of the annual total compensation of our employees was 9.43 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.
The following paragraphs provide important context related to our employee population and describe the methodology and the material assumptions, adjustments, and estimates that we used to calculate this ratio.
We are a global company with both operations and executives located throughout the world. As of December 31, 2021, our workforce consisted of approximately 1,167 full-time and part-time employees, including hourly employees, who worked for our parent company and consolidated subsidiaries. In determining the employee population to be used to calculate the compensation of the median employee, we included employees in all countries.
We included all of our full-time and part-time employees globally, but excluded our CEO. We annualized the compensation of full-time and part-time employees who were hired during the measurement period but did not work for us for the entire period. Earnings 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 disclosure, the date used to identify the "median employee" was October 31, 2020. As permitted by SEC rules, we used the same median employee that was identified in the preparation of our pay ratio disclosure last year because we believe there has been no change in our overall employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. To identify the “median employee,” we utilized the 2020 base salary, annual cash incentive and other cash compensation, and equity compensation for our consistently applied compensation measure because we believe that this measure reasonably reflects the annual compensation of our employees. We grant equity to most of our employee population, so including equity compensation is representative of our employee population.
Using this measure, we identified a “median employee” who is a full-time, salaried employee located in Israel. For 2021, the employee had an annual total compensation of $125,119, calculated in accordance with the Summary Compensation Table disclosure rules and comprised of base salary, a cash bonus and the grant date fair value of equity compensation.
The SEC’s rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have offices in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.
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INFORMATION ABOUT STOCK OWNERSHIP	

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	
The following tables present information as to the beneficial ownership of our Ordinary Shares as of April 5, 2022 for:
•each person, or group of affiliated persons, known by us to beneficially own more than five percent of our Ordinary Shares;
•each named executive officer as set forth in the summary compensation table included in this proxy statement;
•each of our directors and director nominees; and
•all current executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Percentage ownership of our Ordinary Shares in the tables is based on 104,570,476 Ordinary Shares issued and outstanding on April 5, 2022. Ordinary Shares subject to options that are currently exercisable or exercisable within 60 days of April 5, 2022 or other stock awards that vest within that time are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Novocure, 20 Valley Stream Parkway, Suite 300, Malvern, Pennsylvania 19355, USA.

Ownership of Management	

		Ordinary Shares Beneficially Owned	
Name of Beneficial Owner		Ordinary
Shares		Securities
Exercisable
Within 60
Days		Number of
Shares
Beneficially
Owned		Percent	
Directors and Named Executive Officers:									
Ashley Cordova (1)		65,888 			46,423 			112,311 			*	
Asaf Danziger (2)		13,307 			599,033 			612,340 			*	
William Doyle (3)		552,013 			2,154,777 			2,706,790 			2.54%	
Wilhelmus Groenhuysen (4)		165,102 			1,292,154 			1,457,256 			1.38%	
Jeryl Hilleman (5)		2,944 			48,542 			51,486 			*	
David Hung (6)		6,714 			56,578 			63,292 			*	
Kinyip Gabriel Leung (7)		72,859 			13,786 			86,645 			*	
Todd Longsworth (8)		62,462 			482,890 			545,352 			*	
Martin Madden (9)		15,620 			52,932 			68,552 			*	
Sherilyn McCoy (10)		6,714 			56,578 			63,292 			*	
Timothy Scannell (11)		75 			2,644 			2,719 			*	
Pritesh Shah (12)		83,187 			257,138 			340,325 			*	
William Vernon (13)		161,944 			68,886 			230,830 			*	

	

All directors and current executive officers as a group (18 persons)		1,476,416 			5,360,790 			6,837,206 			6.22%	
 *    Represents beneficial ownership of less than one percent of our outstanding Ordinary Shares.
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(1)Represents 65,888 Ordinary Shares held by Ms. Cordova and 46,423 Ordinary Shares underlying share options exercisable by Ms. Cordova within 60 days of April 5, 2022.
(2)Represents 13,307 Ordinary Shares held by Mr. Danziger and 599,033 Ordinary Shares underlying share options exercisable by Mr. Danziger within 60 days of April 5, 2022.
(3)Represents 413,846 Ordinary Shares held by Mr. William F. Doyle and 138,167 Ordinary Shares held by WFD-GP II, LLC. Mr. Doyle is a managing director of WFD Ventures LLC, which is the sole member of WFD-GP II, LLC. As such, Mr. Doyle’s ownership includes the beneficial ownership of 138,167 Ordinary Shares held by WFD-GP II, LLC. Mr. Doyle disclaims beneficial ownership in such shares to the extent that he does not have a pecuniary interest. Includes 2,154,777 Ordinary Shares underlying share options exercisable by Mr. Doyle within 60 days of April 5, 2022.
(4)Represents 165,102 Ordinary Shares held by Mr. Groenhuysen and 1,292,154 Ordinary Shares underlying share options exercisable by Mr. Groenhuysen, or trusts established by Mr. Groenhuysen for estate planning purposes, within 60 days of April 5, 2022.
(5)Represents 2,944 Ordinary Shares held by Ms. Hilleman and 48,542 Ordinary Shares underlying share options exercisable by Ms. Hilleman within 60 days of April 5, 2022.
(6)Represents 6,714 Ordinary Shares held by Dr. Hung and 56,578 Ordinary Shares underlying share options exercisable by Dr. Hung within 60 days of April 5, 2022.
(7)Represents 72,859 Ordinary Shares held by Mr. Leung and 13,786 Ordinary Shares underlying share options exercisable by Mr. Leung within 60 days of April 5, 2022.
(8)Represents 62,462 Ordinary Shares held by Mr. Longsworth and 482,890 Ordinary Shares underlying share options exercisable by Mr. Longsworth within 60 days of April 5, 2022.
(9)Represents 15,620 Ordinary Shares held by Mr. Madden and 52,932 Ordinary Shares underlying share options exercisable by Mr. Madden within 60 days of April 5, 2022.
(10)Represents 6,714 Ordinary Shares held by Ms. McCoy and 56,578 Ordinary Shares underlying share options exercisable by Ms. McCoy within 60 days of April 5, 2022.
(11)Represents 75 Ordinary Shares held by Mr. Scannell and 2,644 Ordinary Shares underlying share options exercisable by Mr. Scannell within 60 days of April 5, 2022.
(12)Represents 83,187 Ordinary Shares held by Mr. Shah and 257,138 Ordinary Shares underlying share options exercisable by Mr. Shah within 60 days of April 5, 2022. The address for Mr. Shah is c/o Novocure, 1500 Broadway, 17th Floor, New York, NY 10036
(13)Represents 161,944 Ordinary Shares held by Mr. Vernon and 68,886 Ordinary Shares underlying share options exercisable by Mr. Vernon within 60 days of April 5, 2022.
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Ownership of Certain Beneficial Owners	
As of April 5, 2022, our records and a review of relevant SEC filings indicated that the following shareholders were the beneficial owners of more than 5% of our Ordinary Shares.

Name of Beneficial Owner		Number of
Ordinary Shares
Beneficially Owned		Percent	
Capital World Investors (1)		12,723,214 			12.2 	%	
Capital International Investors (2)		11,531,075 			11.0 	%	
Ballie Gifford & Co. (3)		9,615,168 			9.2 	%	
Hansjoerg Wyss (4)		8,141,397 			7.8 	%	
The Vanguard Group (5)		7,893,313 			7.5 	%	
FMR LLC (6)		7,810,337 			7.5 	%	
BlackRock, Inc. (7)		6,689,356 			6.4 	%	
 
(1)As reported on Schedule 13G/A filed by Capital World Investors (“CWI”) with the SEC on February 14, 2022. The address for CWI is 333 South Hope Street, Los Angeles, CA 90071. CWI has indicated that it is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the "investment management entities"). CWI's divisions of each of the investment management entities collectively provide investment management services under the name "Capital World Investors." CWI reported sole voting power with respect to 12,703,220 shares, and sole dispositive power with respect to 12,723,214 shares.
(2)As reported on Schedule 13G filed by Capital International Investors (“CII”) with the SEC on February 14, 2022. The address for CII is 333 South Hope Street, Los Angeles, CA 90071. CII has indicated that it is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the "investment management entities"). CII's divisions of each of the investment management entities collectively provide investment management services under the name "Capital International Investors." CII reported sole voting power with respect to 11,496,244 shares, and sole dispositive power with respect to 11,531,075 shares.
(3)As reported on Schedule 13G/A filed by Ballie Gifford & Co. ("Ballie Gifford") with the SEC on January 26, 2022. The address for Ballie Gifford is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, United Kingdom. Ballie Gifford has indicated that it holds shares of our Ordinary Shares together with certain of its subsidiaries. Ballie Gifford reported sole voting power with respect to 8,557,784 shares and sole dispositive power with respect to 9,615,168 shares.
(4)As reported on Schedule 13G/A filed by Mr. Wyss with the SEC on February 1, 2021, includes the beneficial ownership of 8,141,397 Ordinary Shares. The address for Mr. Wyss is c/o Loreda, 138 Mt. Auburn St, Cambridge, MA 02138. Mr. Wyss reported sole voting and dispositive power with respect to 8,141,397 shares.
(5)As reported on Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 9, 2022. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. Vanguard has indicated that it holds shares of our Ordinary Shares together with certain of its subsidiaries. Vanguard reported shared voting power with respect to 92,319 shares, sole dispositive power with respect to 7,682,011 shares and shared dispositive power with respect to 211,302 shares.
(6)As reported on Schedule 13G/A filed by FMR LLC (“FMR”) with the SEC on February 8, 2022. The address for FMR is 245 Summer Street, Boston, MA 02210. FMR has indicated that it holds our Ordinary Shares together with certain of its subsidiaries. FMR reported sole voting power with respect to 3,440,622 shares, and sole dispositive power with respect to 7,810,337 shares.
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(7)As reported on Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 3, 2022. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. BlackRock has indicated that it holds shares of our Ordinary Shares together with certain of its subsidiaries. BlackRock reported sole voting power with respect to 6,011,534 shares and sole dispositive power with respect to 6,689,356 shares.
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DELINQUENT SECTION 16(a) REPORTS	
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Ordinary Shares and other equity securities of the Company. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 2021, all officers, directors and greater than 10% beneficial owners required to meet Section 16(a) filing requirements filed all such reports on a timely basis except for one Form 4 for Mr. Shah, reporting the vesting of restricted share units into our Ordinary Shares, which was not timely filed.

ADDITIONAL INFORMATION	

			
Householding of Proxy Materials	
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement and annual report addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.
Once you have received notice from the Company or your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify the Company or your broker that you no longer wish to participate in “householding.”
If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may notify your broker or direct your written request to: Investor Relations, NovoCure Limited, at 20 Valley Stream Parkway, Suite 300, Malvern, Pennsylvania 19355. Shareholders who currently receive multiple copies of the proxy statement and annual report at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement and annual report to a shareholder at a shared address to which a single copy of the documents was delivered.

			
Presentation of Accounts	
Under Jersey law, the directors are required to present the accounts of the company and the reports of the directors and auditors before the shareholders at a general meeting. Therefore, our accounts for the fiscal year ended December 31, 2021 will be presented to the shareholders at the Annual Meeting.

			
Shareholder Proposals and Nominations for the 2023 Annual General Meeting of Shareholders	
To be considered for inclusion in our proxy materials for the 2023 annual general meeting of shareholders pursuant to the SEC’s Rule 14a-8, shareholder proposals must be submitted in writing by December 26, 2022 to our company secretary at Second Floor, No. 4 The Forum, Grenville Street, St. Helier, Jersey, Channel Islands JE2 4UF. Otherwise, if you wish to submit a proposal to be considered at the 2023 annual general meeting of shareholders or nominate a director for election at such meeting, you must submit notice to NovoCure’s company secretary at the address above between February 8, 2023 and March 10, 2023. You are also advised to review our Articles, which contain additional requirements related to our advance notice procedures. A copy of our Articles may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also request a copy of our Articles, without charge, from Investor Relations, NovoCure Limited, at 20 Valley Stream Parkway, Suite 300, Malvern, Pennsylvania 19355, USA.
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Other Matters	
As of the date of this Proxy Statement, our Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the meeting for action by the shareholders, proxies will be voted in accordance with the recommendation of our Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

			
Annual Reports	
Our Annual Report will be mailed with this Proxy Statement to those shareholders that request and receive a copy of the proxy materials in the mail. Shareholders that received the Notice of Internet Availability can access the Annual Report and this Proxy Statement on the website referenced on 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 SEC’s website at www.sec.gov.
Upon written request by a Novocure shareholder, we will mail without charge a copy of our Annual Report, including our Annual Report on Form 10-K and the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to Investor Relations, NovoCure Limited, at 20 Valley Stream Parkway, Suite 300, Malvern, Pennsylvania 19355, USA. 
By Order of the Board of Directors

William F. Doyle
Chairman of the Board of Directors
April 25, 2022
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Exhibit A	
Proposed Amended and Restated Articles of Association