Allyson Ocean
NovoCureAbout Allyson Ocean
Allyson Ocean, M.D., age 53, has served as an independent director of NovoCure (NVCR) since 2023 and sits on the Nominating and Corporate Governance Committee. She is a Professor of Clinical Medicine at Weill Medical College of Cornell University and a medical oncologist specializing in gastrointestinal oncology at NewYork-Presbyterian/Weill Cornell Medical Center and The Jay Monahan Center for Gastrointestinal Health. Dr. Ocean earned both her B.S. and M.D. from Tufts University and is recognized for translational and clinical research and patient advocacy, including co-founding Let’s Win Pancreatic Cancer (Scientific Advisory Board Chair). Other public company directorships: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weill Medical College of Cornell University | Professor of Clinical Medicine | Various positions since 2004 | Academic leadership and translational research |
| NewYork-Presbyterian/Weill Cornell Medical Center | Medical oncologist and attending physician (GI oncology) | Ongoing | Clinical care and translational practice in GI oncology |
| The Jay Monahan Center for Gastrointestinal Health | Medical oncologist | Ongoing | Patient-centered GI oncology programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Let’s Win Pancreatic Cancer | Co-founder; Scientific Advisory Board Chair | Ongoing | Non-profit; expands access to treatments/clinical trials for pancreatic cancer |
| Public company boards | None | — | No other public company directorships disclosed |
Board Governance
- Committee memberships: Nominating and Corporate Governance Committee (not chair) .
- Independence: Board determined all nominees except Cordova, Danziger, and Doyle are independent; Ocean is independent .
- Attendance: Directors attended 98% of Board and committee meetings in 2024; six Board meetings and 17 standing committee meetings held in 2024. Executive sessions of independent directors are held at each regularly scheduled Board and committee meeting .
- Years of service: Director since 2023 (2 years as of record date in 2025) .
- Lead Independent Director role: Strong Lead Independent Director position with defined duties; the role is held by William Vernon .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board retainer (cash) | $55,000 | $55,000 |
| Lead Independent Director retainer (cash) | $35,000 | $35,000 |
| Audit Committee Chair / Member (cash) | $25,000 / $15,000 | $25,000 / $15,000 |
| Compensation Committee Chair / Member (cash) | $20,000 / $10,000 | $20,000 / $10,000 |
| Nominating & Corporate Governance Committee Chair / Member (cash) | $13,000 / $7,000 | $13,000 / $7,000 |
| Tax prep reimbursement (NED) | Not disclosed | Up to $5,000 added in 2024 program |
Director-specific cash received:
| Director | Cash Fees (2023) | Cash Fees (2024) |
|---|---|---|
| Allyson Ocean | $29,569 | $62,000 |
Performance Compensation
| Equity Component | Grant Policy | Vesting | Grant Date / Value |
|---|---|---|---|
| Initial Equity Award (upon joining Board) | Non-qualified stock options; grant date fair value $667,000 | Vests in equal installments over three years on grant anniversary (or day before next AGM when applicable) | Initial structure per program; 2023 Ocean option award value $667,695 |
| Annual Equity Award (standard program) | Director may elect 50% RSUs / 50% options or 100% options; aggregate grant date FV $375,000 | Vests in full by first anniversary or day before next AGM | Standard policy |
| Annual Equity Award (2024 adjustment) | Board reduced annual equity award to $187,500 and took 50% RSUs / 50% options (foregoing 100% options election) | As above | Granted June 5, 2024; Ocean RSUs $93,745; Options $93,834 |
Note: Director equity is time-based; no performance metrics are tied to director equity awards. Vesting schedules are set by time or AGM cadence; no TSR/financial/ESG metrics disclosed for directors .
Other Directorships & Interlocks
- Current public company boards: none (Ocean) .
- Notable external ties: Non-profit leadership and scientific advisory roles; no disclosed interlocks with NVCR competitors/suppliers/customers .
Expertise & Qualifications
- Education: Tufts University (B.S., M.D.) .
- Clinical/technical: Internationally recognized GI medical oncologist with translational and clinical research focus .
- Governance/oversight: Member of Nominating & Corporate Governance Committee .
- Patient advocacy: Co-founder and SAB Chair, Let’s Win Pancreatic Cancer .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 | As of Record Date Apr 4, 2025 |
|---|---|---|---|
| Ordinary Shares held | — | — (Ocean not listed with ordinary shares in 2024 table footnote) | No Ordinary Shares (footnote) |
| RSUs outstanding (time-based, unvested) | 0 | 4,053 | 4,053 (time-based unvested) |
| Options outstanding | 13,989 | 20,218 | 9,326 exercisable within 60 days |
| Beneficial ownership (total) | — (Ocean listed as “*” <1%) | — | 13,379 shares beneficially owned; <1% of outstanding |
- Anti-hedging/anti-pledging policy: Directors prohibited from hedging or pledging company securities .
- Stock ownership guidelines: Non-employee directors must own ≥3x annual cash retainer; all directors are in compliance or expected to be within required timeframe .
Governance Assessment
- Board effectiveness/engagement: Ocean serves on Nominating & Corporate Governance, aligning with her clinical and patient advocacy expertise; Board conducted six meetings in 2024 plus 17 committee meetings; directors attended 98% of meetings; executive sessions of independents at each regular meeting .
- Independence and conflicts: Ocean is independent; no related-party transactions >$120,000 since January 1, 2024; related party transactions require Audit Committee approval per policy .
- Alignment and incentives: Time-based director equity; 2024 equity reduced to $187,500 and split RSU/options, signaling moderation; stock ownership guidelines in place; strong clawback, anti-hedging and anti-pledging policies .
- Shareholder confidence signals: 2024 Say-on-Pay approval 98.2%; investor feedback led to removal of evergreen feature in 2024 Omnibus Plan .
- RED FLAGS: None disclosed regarding pledging/hedging, repricing of options for directors, or related-party transactions involving Ocean. Beneficial ownership remains <1% (common for independent directors) .
Overall, Ocean’s independence, committee role, and absence of conflicts, coupled with strong attendance and shareholder-aligned policies (ownership guidelines, anti-hedging/pledging, clawbacks), support governance quality for NVCR. The director compensation structure remains primarily time-based with moderated equity grants in 2024, and no director-specific performance metrics are applied **[1645113_0001645113-25-000005_nvcr-20250421.htm:4]** **[1645113_0001645113-25-000005_nvcr-20250421.htm:5]** **[1645113_0001645113-25-000005_nvcr-20250421.htm:40]** **[1645113_0001645113-25-000005_nvcr-20250421.htm:7]** **[1645113_0001645113-25-000005_nvcr-20250421.htm:35]** **[1645113_0001645113-25-000005_nvcr-20250421.htm:45]**.