NovoCure Limited (NVCR) PRE 14A12 Apr 24Preliminary proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	NovoCure Limited
Entity Central Index Key	0001645113

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Pay vs Performance Disclosure
Pay vs Performance Disclosure, Table	Value of Initial Fixed $100 Investment Based on: Year Summary Compensation Table Total for PEO (1) Compensation Actually Paid to PEO (2) Average Summary Compensation Table Total for Other NEOs (1) Average Compensation Actually Paid to Other NEOs (2) Cumulative Total Shareholder Return (3) Peer Group Cumulative Total Shareholder Return (4) Net Income (Millions) (5) Company-Selected Measure: Net Revenue (Millions) (6) 2023 $1,521,026 $(5,225,762) $5,473,623 $(1,202,184) $18 $119 $(207) $509.338 2022 $2,278,951 $2,075,757 $6,477,346 $5,788,737 $87 $114 $(93) $537.840 2021 $1,179,283 $(31,518,263) $5,653,771 $(12,875,003) $89 $126 $(58) $535.031 2020 $8,956,704 $53,324,965 $7,398,969 $44,401,582 $205 $126 $20 $494.366
Company Selected Measure Name	Net Revenue
Named Executive Officers, Footnote	Mr. Danziger is our PEO for each year represented. The other named executive officers represented in the Other NEO average amounts above are: • 2023: Ms. Cordova, Mr. Groenhuysen, Mr. Leonard, Mr. Shah and Mr. Ben-Arye • 2022: Ms. Cordova, Mr. Groenhuysen, Mr. Leonard and Mr. Shah • 2021: Ms. Cordova, Mr. Groenhuysen, Mr. Longsworth and Mr. Shah • 2020: Mr. Doyle, Ms. Cordova, Mr. Groenhuysen, Mr. Longsworth and Mr. Shah
Peer Group Issuers, Footnote	The peer group represented is the NASDAQ Biotechnology Index Index which is the peer group represented in Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities of our Annual Report. The Cumulative TSR for the peer group reflects weighting of each constituent company’s TSR by its stock market capitalization.
PEO Total Compensation Amount	$ 1,521,026	$ 2,278,951	$ 1,179,283	$ 8,956,704
PEO Actually Paid Compensation Amount	$ (5,225,762)	2,075,757	(31,518,263)	53,324,965
Adjustment To PEO Compensation, Footnote	The following adjustments were made to summary compensation totals to determine the Compensation Actually Paid values to our PEO and the Average Compensation Actually Paid values to our Other NEOs. The Fair Value of Equity Award values were determined using a Black-Scholes option-pricing model. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. 2023 2022 2021 2020 Summary Compensation Table Total for PEO $ 1,521,026 $ 2,278,951 $ 1,179,283 $ 8,956,704 Subtract: Grant Date Fair Value of Equity Awards $ — $ (579,437) $ — $ (6,946,850) Add: Year-end Fair Value of Equity Awards Granted in the Applicable Fiscal Year that are Outstanding and Unvested $ — $ 498,330 $ — $ 17,328,572 Add (Subtract): Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Year $ (6,801,975) $ (186,784) $ (31,193,820) $ 34,084,824 Add (Subtract): Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards $ 55,187 $ 64,697 $ (1,503,726) $ (98,284) Add: Value of Dividends on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation $ — $ — $ — $ — Compensation Actually Paid to PEO $ (5,225,762) $ 2,075,757 $ (31,518,263) $ 53,324,965
Non-PEO NEO Average Total Compensation Amount	$ 5,473,623	6,477,346	5,653,771	7,398,969
Non-PEO NEO Average Compensation Actually Paid Amount	$ (1,202,184)	5,788,737	(12,875,003)	44,401,582
Adjustment to Non-PEO NEO Compensation Footnote	2023 2022 2021 2020 Average Summary Compensation Table Total for Other NEOs $ 5,473,623 $ 6,477,346 $ 5,653,771 $ 7,398,969 Subtract: Grant Date Fair Value of Equity Awards $ (4,661,927) $ (5,608,911) $ (5,122,931) $ (6,125,015) Add: Year-end Fair Value of Equity Awards Granted in the Applicable Fiscal Year that are Outstanding and Unvested $ 637,101 $ 5,003,251 $ 1,559,370 $ 16,047,959 Add (Subtract): Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Year $ (3,671,596) $ (121,327) $ (13,778,889) $ 33,150,418 Add (Subtract): Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards $ 1,020,615 $ 38,378 $ (1,186,323) $ (6,070,749) Add: Value of Dividends on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation $ — $ — $ — $ — Average Compensation Actually Paid to Other NEOs $ (1,202,184) $ 5,788,737 $ (12,875,003) $ 44,401,582
Compensation Actually Paid vs. Total Shareholder Return	The following chart sets forth the relationship between Compensation Actually Paid ("CAP") to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Cumulative TSR over the four most recently completed fiscal years. The chart below illustrates the mostly positive correlation between Compensation Actually Paid and the TSR of our Ordinary Shares and of the Nasdaq Biotechnology index over the same period. The TSR amounts in the graph assume the investment of $100 on December 31, 2019 and the reinvestment of any dividends paid. This correlation is to be expected due to the significant value equity awards have as a percentage of our NEOs’ total overall compensation packages. This relationship can be seen for both our PEO and our other NEOs as a group most notably in 2020 and 2021. Our PEO has not received significant equity awards since 2020 (see "Long-Term Incentives - 2020 Performance Awards to CEO and Executive Chairman" on page 56).
Compensation Actually Paid vs. Net Income	Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years.
Compensation Actually Paid vs. Company Selected Measure	Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Revenue. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Revenue during the four most recently completed fiscal years.
Tabular List, Table	Net Revenue TSR Adjusted EBITDA New Patient Starts Clinical Trial Milestones
Total Shareholder Return Amount	$ 18	87	89	205
Peer Group Total Shareholder Return Amount	119	114	126	126
Net Income (Loss)	$ (207,000,000)	$ (93,000,000)	$ (58,000,000)	$ 20,000,000
Company Selected Measure Amount	509,338,000	537,840,000	535,031,000	494,366,000
PEO Name	Mr. Danziger
Additional 402(v) Disclosure	Cumulative Total Shareholder Return (“TSR”) represents the price appreciation of our Ordinary Shares plus dividends paid (assuming reinvestment) during the measurement period beginning as of market close December 31, 2019 through December 31 of the year noted.Net Income amounts reported here are the net income amounts reflected in the our audited consolidated financial statements for the applicable years.Net Revenue amounts reported here are the net revenue amounts reflected in the our audited consolidated financial statements for the applicable years.
Measure:: 1
Pay vs Performance Disclosure
Name	Net Revenue
Measure:: 2
Pay vs Performance Disclosure
Name	TSR
Measure:: 3
Pay vs Performance Disclosure
Name	Adjusted EBITDA
Measure:: 4
Pay vs Performance Disclosure
Name	New Patient Starts
Measure:: 5
Pay vs Performance Disclosure
Name	Clinical Trial Milestones
PEO \| Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	$ 0	$ (579,437)	$ 0	$ (6,946,850)
PEO \| Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0	498,330	0	17,328,572
PEO \| Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	55,187	64,697	(1,503,726)	(98,284)
PEO \| Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(6,801,975)	(186,784)	(31,193,820)	34,084,824
PEO \| Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0	0	0	0
Non-PEO NEO \| Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(4,661,927)	(5,608,911)	(5,122,931)	(6,125,015)
Non-PEO NEO \| Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	637,101	5,003,251	1,559,370	16,047,959
Non-PEO NEO \| Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	1,020,615	38,378	(1,186,323)	(6,070,749)
Non-PEO NEO \| Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(3,671,596)	(121,327)	(13,778,889)	33,150,418
Non-PEO NEO \| Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	$ 0	$ 0	$ 0	$ 0