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CEO Frank Leonard's new NovoCure (NASDAQ: NVCR) contract outlines pay

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8-K/A

Rhea-AI Filing Summary

NovoCure Limited filed an amendment to a prior report to describe the compensation package for its new Chief Executive Officer, Frank Leonard, whose appointment became effective December 1, 2025. A new employment agreement, effective January 1, 2026, sets an annual base salary of CHF 750,000 and a discretionary annual cash bonus targeted at 90% of base salary, based on performance goals set by the Board.

Leonard is eligible for equity awards under the 2024 Omnibus Incentive Plan and broad executive benefits, including relocation reimbursement from the U.S. to Switzerland and six months of COBRA reimbursements, each grossed up for taxes. He also receives tax indemnification if U.S. federal and Pennsylvania authorities do not fully credit Swiss tax payments. If terminated without cause or if he resigns for good reason before a change in control, he is entitled to one year of base salary paid in installments. If such a termination occurs within 12 months after a change in control, he is entitled to a lump sum of 200% of base salary plus 200% of target bonus, and all equity awards will fully vest. The agreement includes perpetual non-disparagement and 12‑month post-employment confidentiality, non-compete, and non-solicitation covenants.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary CHF 750,000 per year Annual base salary under Leonard Employment Agreement
Target annual bonus 90% of base salary Discretionary cash bonus target for CEO
Standard severance 100% of annual base salary Paid over 12 months after Qualifying Termination before change in control
Change-in-control salary multiple 200% of base salary Lump sum on Qualifying Termination within 12 months after change in control
Change-in-control bonus multiple 200% of target annual bonus Additional lump sum on Qualifying Termination after change in control
Post-employment covenants duration 12 months Non-compete and non-solicitation period after employment ends
Change-in-control protection window 12 months Period after change in control for enhanced severance eligibility
Qualifying Termination financial
"each as defined in the Leonard Employment Agreement, a “Qualifying Termination”"
change in control financial
"Upon a Qualifying Termination within 12 months following a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
COBRA financial
"and COBRA expense reimbursement for six months for continuation of his and his family's health insurance benefits"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
2024 Omnibus Incentive Plan financial
"eligible to participate in Company’s 2024 Omnibus Incentive Plan as determined by the Board"
non-compete financial
"confidentiality, non-compete and employee, customer and supplier non-solicit covenants"
A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

November 24, 2025
Date of Report (date of earliest event reported)

NovoCure Limited
(Exact name of registrant as specified in its charter)
Jersey
001-37565
98-1057807
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
No. 4 The Forum, Grenville Street
St. Helier
Jersey
JE2 4UF
(Address of Principal Executive Offices)
(Zip Code)
+44 (0) 15 3475 6700
Registrant's telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valueNVCRThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed by NovoCure Limited (the “Company”) to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2025 (the “Initial Form 8-K”), solely to supplement the Company’s disclosure under Item 5.02 of the Initial Form 8-K. This Amendment provides a description of the compensation of Frank Leonard in connection with his appointment as Chief Executive Officer effective as of December 1, 2025. At the time of the filing of the Initial Form 8-K, the compensation in connection with Mr. Leonard’s appointment had not yet been determined. This Amendment does not otherwise modify or update any other disclosures in the Initial Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Leonard Employment Agreement
In connection with his appointment as Chief Executive Officer, on April 20, 2026, Mr. Leonard entered into a new employment agreement with a subsidiary of the Company (the “Leonard Employment Agreement”), effective January 1, 2026. Under the Leonard Employment Agreement, Mr. Leonard will receive an annual base salary of CHF 750,000 per year. In addition, Mr. Leonard is eligible to receive a discretionary annual cash bonus having a target of 90% of his annual base salary based on achievement of performance goals set by the Company's Board of Directors or committee thereof (the "Board"), in their sole discretion, and further subject to his continued employment through the payment date.  Mr. Leonard is generally eligible to participate in Company’s 2024 Omnibus Incentive Plan as determined by the Board. Further, Mr. Leonard is eligible to participate in the employee benefits generally provided to similarly-situated executive employees, subject to the satisfaction of any eligibility requirements. If the U.S. Federal Government or the Commonwealth of Pennsylvania deem that he is ineligible to offset his income tax obligation as a U.S. citizen with foreign tax credits, partially or fully, for tax payments actually made in Switzerland, and as a result he is required to pay a combined income tax amount to the U.S. Federal Government and Pennsylvania that exceeds what he would have otherwise paid as a U.S. and Pennsylvania resident, then he is indemnified for the incremental amount and the additional Swiss wealth tax requirements that he could not fully offset against U.S. Federal and Pennsylvania state income taxes. He will also receive relocation expense reimbursement per the Company’s policy from the U.S. to Switzerland and COBRA expense reimbursement for six months for continuation of his and his family's health insurance benefits covering the transition from the U.S. to Swiss healthcare payment systems (in each case grossed up for taxes). Upon termination of Mr. Leonard’s employment by the Company without cause (but for reasons other than death or disability) or resignation by Mr. Leonard for good reason (each as defined in the Leonard Employment Agreement, a “Qualifying Termination”) prior to a change in control, subject to Mr. Leonard’s execution without revocation of a release of claims, he will be eligible to receive 100% of his annual base salary, paid in equal installments over a period of 12 months. Upon a Qualifying Termination within 12 months following a change in control, and subject to Mr. Leonard’s execution without revocation of a release of claims, Mr. Leonard will be eligible to receive a lump sum payment equal to the aggregate of 200% of his base salary plus 200% of his target annual bonus. Additionally, any stock options or other equity awards held by Mr. Leonard will become fully vested on the date of his termination. Pursuant to the Leonard Employment Agreement, Mr. Leonard is subject to perpetual non-disparagement covenants, as well as confidentiality, non-compete and employee, customer and supplier non-solicit covenants applicable during his employment and for 12 months thereafter.

The foregoing description of the Leonard Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Leonard Employment Agreement, a copy of which is attached to this report as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits
Exhibit No.Description
10.1
Employment Agreement between Frank Leonard and Novocure GmbH effective as of January 1, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NovoCure Limited
(Registrant)

Date: February 25, 2026


By: /s/ Christoph Brackmann
Name: Christoph Brackmann
Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What CEO compensation did NovoCure (NVCR) disclose for Frank Leonard?

NovoCure disclosed that CEO Frank Leonard will receive an annual base salary of CHF 750,000 and a discretionary annual cash bonus targeted at 90% of that salary. He is also eligible for equity awards, relocation and COBRA reimbursements, and specific tax indemnification protections.

How large is Frank Leonard’s target annual bonus at NovoCure (NVCR)?

Frank Leonard’s target annual cash bonus is 90% of his CHF 750,000 base salary under his new employment agreement. Actual payments depend on performance goals set by NovoCure’s Board and his continued employment through the bonus payment date each year.

What severance does NovoCure’s CEO receive if terminated without cause?

If NovoCure terminates CEO Frank Leonard without cause, or he resigns for good reason before a change in control, he is eligible for severance equal to 100% of his annual base salary, paid in equal installments over 12 months, subject to signing a release of claims.

What change-in-control benefits does Frank Leonard have at NovoCure (NVCR)?

Following a Qualifying Termination within 12 months after a change in control, Frank Leonard is entitled to a lump sum equal to 200% of his base salary plus 200% of his target annual bonus, and all his stock options and other equity awards will fully vest on termination.

Does NovoCure’s CEO agreement include non-compete and non-solicit covenants?

Yes. Frank Leonard’s employment agreement includes confidentiality, non-compete, and employee, customer, and supplier non-solicitation covenants during his employment and for 12 months after it ends. He is also subject to perpetual non-disparagement obligations toward NovoCure under this agreement.

What relocation and tax support does NovoCure provide its CEO under the new contract?

NovoCure will reimburse Frank Leonard’s relocation expenses from the U.S. to Switzerland and provide six months of COBRA reimbursements for his family’s health coverage, grossed up for taxes. He also receives indemnification for certain incremental U.S. and Pennsylvania income and Swiss wealth tax obligations.

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