NovoCure (NVCR) Proxy filing summary

Executive summary

• Board unanimously recommends approval of Proposal 4 to amend and restate the 2024 Omnibus Incentive Plan, increasing the share reserve by 9 million shares for an estimated two-year runway.

• Proposal aims to secure mission-critical talent to advance Tumor Treating Fields (TTFields) technology and maintain a culture of broad-based employee ownership.

• Strategic priorities include driving adoption in approved indications, scaling through new launches, advancing innovation, and pursuing profitability.

Voting matters and shareholder proposals

• Shareholders are asked to approve the addition of 9 million shares to the 2024 Omnibus Incentive Plan.

• Board recommends a vote "FOR" Proposal 4, citing the need for continued capacity to support compensation programs and mission objectives.

• Previous shareholder approvals: 84.8% supported a similar share increase in 2024; Say-on-Pay proposals received 97.5% and 98.2% support in 2025 and 2024, respectively.

Board of directors and corporate governance

• Compensation Committee, composed solely of independent directors, administers the amended plan.

• Governance enhancements include minimum vesting requirements, a fixed share pool with no evergreen provision, and prohibition of liberal share recycling.