📰 What This Document Is

This document is a Definitive Proxy Statement (DEF 14A). Think of it as a comprehensive instruction manual for the upcoming Annual General Meeting of Shareholders. This statement is required by the SEC and provides shareholders with all the necessary information needed to make informed voting decisions on major corporate matters.

The meeting itself is scheduled for June 3, 2026, at 9:00 a.m. U.S. Eastern Time (ET), in St. Helier, Jersey. 👉 Shareholders are advised to vote by Internet, telephone, or mail to ensure their vote counts, as voting instructions must be received by May 31, 2026.

🧬 What NovoCure Does

NovoCure Limited is a global oncology company based in Jersey, Channel Islands. The company focuses on a proprietary platform technology called Tumor Treating Fields (TTFields).

In simple terms, NovoCure develops and commercializes devices that use electric fields to kill cancer cells. Their key commercial products are Optune Gio®, Optune Pax®, and Optune Lua®—devices designed to treat cancer. 👉 The company’s core priority is driving the adoption of these commercial TTFields devices and advancing clinical programs to extend overall survival.

🗓️ Annual Meeting Details & Voting Mechanics

The annual meeting will address four major proposals and also outline the corporate governance structure. Only shareholders who owned Ordinary Shares at the close of business on the Record Date (April 6, 2026) are entitled to vote.

For voting, the Board recommends voting FOR all four proposals and for the election of all director nominees.

• Share Count: At the Record Date, there were 115,820,940 Ordinary Shares issued and outstanding and entitled to vote.
• Proxy Vote: Shareholders can vote by Internet (www.proxyvote.com), phone (1-800-690-6903), or by mail.
• Board Recommendation: The Board recommends voting favorably on all matters because these decisions are deemed critical for the company’s long-term success and ability to attract talent.

👨‍💼 The Directors and Leadership

The Proxy Statement proposes the election of eleven directors for a one-year term, expiring at the 2027 AGM. These nominees include a mix of industry veterans, executives, and academic experts.

Notable nominees and their experience include:

• William Doyle: Executive Chairman since 2016. He has extensive experience, having held roles at major companies like Johnson & Johnson and McKinsey & Company.
• Frank Leonard: He is set to become the Chief Executive Officer (CEO) as of December 1, 2025. He has deep institutional knowledge, having joined the Company in 2010.
• David Hung: A highly qualified nominee who is a founder, President, CEO, and Director of Nuvation Bio Inc., with a significant background in biopharmaceuticals.
• Martin Madden: He was appointed as the Lead Independent Director in February 2026.

👉 The Board emphasizes that this structure provides effective independent oversight by ensuring the Lead Independent Director balances the roles of the Executive Chairman and CEO.

🏛️ Governance and Oversight Structure

Corporate governance dictates how the company is run and monitored. The Board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

The Audit Committee plays a critical oversight role by reviewing and approving the company’s accounting processes and internal controls. The Compensation Committee is responsible for overseeing employee and director benefits and must review and approve all equity and compensation plans.

• Risk Oversight: The Board, through its committees, is responsible for assessing and monitoring various risks, including operational, financial, legal, strategic, and cybersecurity risks.
• Required Roles: The Audit Committee must ensure that at least one member meets the financial literacy requirements, which is fulfilled by Ms. Hilleman and Mr. Scannell.

📈 Proposal 2: Independent Auditor Approval

The company proposes the approval and ratification of the appointment of EY Global as its independent registered public accounting firm for the fiscal year ending December 31, 2026.

This is a routine requirement under Jersey company law, meaning the approval is necessary for the company to continue its financial audits.

• Audit Fees: The fees incurred to EY Global showed a slight increase from 2024 to 2025:
  • Year Ended December 31, 2025: Total Fees were $1,195,000 (consisting of $962,000 in Audit Fees and $233,000 in Tax/Other Fees).
  • Year Ended December 31, 2024: Total Fees were $1,005,551.

👉 If shareholders fail to approve EY Global, the Audit Committee will reconsider whether or not to retain the firm, signaling a potential disruption to financial reporting confidence.

💰 Proposal 3: Executive Compensation (Say-on-Pay)

This proposal is a "Say-on-Pay" vote, which allows shareholders to cast a non-binding advisory vote on the company’s overall executive compensation philosophy. This means the vote is advisory and not legally binding on the Board.

The purpose is to provide investors with input on whether the compensation programs are appropriate. The Board and Compensation Committee recommend voting "FOR," noting that their policies are designed to support long-term profitable growth and align employee interests with shareholder interests.

🚀 Proposal 4: Increasing the Equity Pool Size

This is arguably the most critical proposal, asking shareholders to approve the Amended and Restated NovoCure Limited 2024 Omnibus Incentive Plan.

The company is seeking approval for an additional 9,000,000 Ordinary Shares. This massive increase is necessary for NovoCure to fund its talent strategy in a competitive market.

• Extension: Approval will extend the term of the Plan by an additional two years, making it expire in 2036.
• Timeline: Management anticipates these additional shares will cover compensation needs for approximately the next one to two years, until 2028.
• The Risk: If the Amended Plan is not approved, the company will lose access to a vital compensation tool, forcing them to potentially rely heavily on cash components to retain key talent.

💼 Compensation Philosophy and Structure

NovoCure’s compensation philosophy is built around aligning long-term employee interests with shareholder value. The majority of awards are granted to the broad employee population (approx. 56.3%), reinforcing the idea of collective ownership.

The compensation mix is structured to include:

1. Base Salary: The regular, fixed income.
2. Annual Incentives: Short-term goals and rewards.
3. Long-term Incentives: Equity awards (like stock options or restricted stock units) that encourage long-term tenure and performance.

The Board states that because of the long-term nature of bringing therapies to market, these long-term incentive programs are "vital to aligning our employees with our strategy."

🌐 Corporate Details and Contacts

This statement, filed on April 20, 2026, is available on the company’s investor relations website (www.novocure.com) and the SEC's website.

The notice of internet availability will be sent out on or about April 20, 2026. If shareholders receive printed materials, they can also obtain the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, without charge by writing to: NovoCure Limited, Investor Relations, 1550 Liberty Ridge Drive, Suite 115, Wayne, Pennsylvania 19087, USA.

🧠 The Analogy

Think of a company like a sophisticated sports team building a championship roster. The Proxy Statement is the annual draft board. The Directors are the coaches and captains, the Audit Firm is the independent bookkeeper, and the Omnibus Incentive Plan (the 9 million shares) is the salary pool. By asking shareholders to approve this huge pool of shares, the team is ensuring it has enough capital (equity) to sign and keep its best players (talent) for the next several years, which is essential for the long-term goal of winning.

🧩 Final Takeaway

This filing is fundamentally a vote on "the engine" of the company: its human capital. Shareholders must approve the massive increase in the equity pool (9 million shares) to ensure NovoCure can continue to attract, motivate, and retain the specialized scientific and commercial talent required to bring its cancer therapies to market.