Ashley Cordova
NovoCureAbout Ashley Cordova
Ashley Cordova is Chief Executive Officer of Novocure (NVCR) since January 1, 2025 and a director nominee, previously serving as CFO (2020–2024) after progressively senior finance and IR roles since joining in 2014; she is 46, with a B.A. in Music and Business (Furman University) and an International MBA (University of South Carolina). Under her leadership team, Novocure reported 2024 net revenues of $605M (+19% YoY), positive Adjusted EBITDA scoring for annual incentives, and advanced multiple pivotal trials and FDA milestones, indicating execution against growth and clinical objectives . Novocure’s governance framework separates the Executive Chairman and CEO roles with a Lead Independent Director and independent committee chairs, supporting oversight as Cordova holds both CEO and director roles; she is not deemed independent as an employee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novocure | CFO | 2020–2024 | Led finance and IR; supported scaling TTFields adoption and profitability initiatives . |
| Novocure | SVP Finance & IR | 2018–2020 | Enhanced investor engagement and capital markets readiness . |
| Novocure | VP Finance & IR | 2016–2018 | Built IR and treasury infrastructure . |
| Novocure | Senior Director IR & Global Treasury | 2015–2016 | Expanded global treasury and IR capabilities . |
| Novocure | Director Global Treasury | 2014–2015 | Established treasury processes post-IPO era foundations . |
| Zoetis | Various finance roles | 2012–2014 | Biopharma finance experience . |
| Pfizer | Various finance roles | 2005–2012 | Large-cap pharma finance training . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $507,500 | $525,000 | $525,000 |
| All Other Compensation ($) | $10,893 | $9,460 | $279,058 |
| Total ($) | $6,842,664 | $6,317,066 | $6,091,704 |
| 2025 CEO Base Salary (CHF) |
|---|
| CHF 750,000 effective Jan 1, 2025 |
Key program features:
- Executive share ownership guideline for CEO: 6x base salary, to be achieved within five years; anti-hedging and anti-pledging policy prohibits hedging/pledging and margin accounts .
- Clawback policy consistent with Dodd-Frank/Nasdaq for restatements; plan-based recoupment for “Detrimental Activity” within one year of vest/exercise .
Performance Compensation
Annual cash incentives (FY 2024) were tied to corporate operational and financial goals; NEO payouts were set at 90% of target based on aggregate achievement .
| Metric | Weight | Target | Actual | Score | Weighted Score |
|---|---|---|---|---|---|
| New GBM Patient Starts | 30% | 4,700 (100%); 5,000 (200%) | 4,546 | 97% | 29% |
| New Lung Patient Starts | 15% | 220 (100%); 365 (200%) | <25 | — | — |
| Reimbursement Pathway | 15% | NCCN guidelines established (100%) | Request submitted | 50% | 8% |
| Clinical Trial Milestones | 20% | METIS topline + PANOVA DB lock; enrollment thresholds | METIS topline + PANOVA DB lock | 50% | 10% |
| Flex Torso Array Design | 10% | Final design + COGS in line | Achieved | 100% | 10% |
| Adjusted EBITDA | 10% | ≥($90M) target | $0.8M | 180% | 18% |
| Modifier Adjustment | — | — | — | — | +15% |
| Cumulative Achievement | — | — | — | — | 90% |
Cordova’s target bonus was 60% of salary; FY 2024 earned $283,500 (i.e., $525,000 × 60% × 90%) .
Equity awards (Feb 27, 2024 grants):
- Options: 156,348 options @ $16.30 exercise price, vest 25% annually over 4 years; grant-date FV $1,666,670 .
- RSUs: 102,249 RSUs, vest 33% annually over 3 years; grant-date FV $1,666,659 .
- PSUs: Threshold 25,562; Target 102,249; Max 204,498 shares; 3-year vesting contingent on 2026 Net Revenue, 2026 Adjusted EBITDA, and TRIDENT/LUNAR-4/KEYNOTE D-58/LUNAR-2 milestones; grant-date FV $1,666,659 at target .
| PSU Targets (2024 Grants) | Threshold | Target | Outperformance |
|---|---|---|---|
| 2026 Net Revenue | ≥$600M | ≥$700M | ≥$800M |
| 2026 Adjusted EBITDA | >($120M) | >($60M) | Positive |
| Clinical milestones | TRIDENT final data; LUNAR-2 ≥60%; KEYNOTE D-58 ≥60% | TRIDENT final; LUNAR-4 final; LUNAR-2 ≥80%; KEYNOTE D-58 ≥80% | TRIDENT final; LUNAR-4 final; LUNAR-2 fully enrolled; KEYNOTE D-58 fully enrolled |
Historical equity vesting/exercises (2024):
- Shares acquired on RSU vesting: 21,111; value realized $348,937; options exercised: none .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership | 510,339 shares (356,472 ordinary shares inclusive of 229,659 unvested RSUs, plus 153,867 options exercisable within 60 days of 4/4/2025) . |
| Shares outstanding (Record Date) | 111,485,134 . |
| Ownership % of outstanding | ~0.46% (510,339 ÷ 111,485,134) . |
| Unearned PSUs outstanding (select) | 102,249 (2024 grant); 23,818 (2023); 21,508 (2022) . |
| Market value of unvested RSUs (as of 12/31/2024) | $3,047,020 (2024 RSUs); $473,164 (2023 RSUs); $213,636 (2022 RSUs) . |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited; margin accounts not permitted . |
| Ownership guideline | CEO must hold ≥6× base salary; compliance expected within 5 years; sales restricted if not in compliance . |
| Reference share price (Record Date) | $16.49 (for ESPP pricing context) . |
Note: At the $16.49 Record Date price, Cordova’s beneficial holdings approximate $8.4M in value (for alignment benchmarking) .
Employment Terms
| Provision | Pre-CIC Qualifying Termination | Post-CIC (within 12 months) Qualifying Termination | Other Terms |
|---|---|---|---|
| Severance | 100% of base salary, paid over 12 months . | Lump sum equal to 200% of base salary plus target annual bonus . | At-will; confidentiality/non-disparagement perpetual; non-compete and non-solicit during employment and 12 months after . |
| Equity acceleration | None specified pre-CIC . | Unvested options and other equity awards (excluding PSUs) fully vest at termination . | |
| Estimated amounts (12/31/2024 scenario) | Cash severance: $393,750; benefits: $24,460; equity acceleration: $0; total: $418,210 . | Cash severance: $1,260,000; benefits: $32,614; equity acceleration: $5,915,234; total: $7,207,848 . | |
| Tax gross-ups | None; plan reduces parachute payments if net-benefit to executive (applies to U.S.-based NEO) . |
Board Governance
- Board service: CEO and director nominee (first-time nominee in 2025), not independent as an employee; no committee memberships .
- Governance structure: Separate Executive Chairman and CEO; Lead Independent Director with defined responsibilities; independent chairs for Audit, Compensation, and Nominating committees; executive sessions at each regular meeting .
- Board activity: Six Board meetings and 17 committee meetings in 2024; 98% attendance; eight of ten directors attended 2024 AGM .
Director Compensation
- Non-Employee Director program includes cash retainers and equity; initial option grant FV $667,000; annual awards up to $375,000; 2024 directors elected to take $187,500 split RSUs/options; employees are compensated as executives rather than through the NED program .
Compensation Committee Analysis
- Independent Compensation Committee with FW Cook as independent consultant; pay philosophy emphasizes pay-for-performance, long-term performance equity, and competitive benchmarking; peer group includes medtech/biopharma names such as DexCom, Insulet, Align, Guardant, Incyte, CRISPR, Alnylam, 10x Genomics, Teladoc, Exact Sciences, BeiGene, Zai Lab .
- Say-on-Pay approval 98.2% in 2024; removal of evergreen from 2024 Omnibus Plan following shareholder feedback .
Compensation Structure Analysis
- Mix: Significant equity (RSUs, options, PSUs) balances retention and performance risk; 2024 grants split roughly one-third each for non-CEO NEOs .
- Year-over-year for Cordova: Stock awards declined from $3.97M (2022) to $3.33M (2024); option awards declined from $1.94M (2022) to $1.67M (2024); cash bonus moved with corporate achievement (2024 $283,500) .
- Performance metrics broadened beyond financials to include patient starts, reimbursement milestones, and pivotal trial progress, aligning payouts to operational execution .
Risk Indicators & Red Flags
- Alignment positives: Double-trigger CIC, no excise tax gross-ups, robust clawback, anti-hedging/pledging, stringent CEO ownership guideline .
- Execution risk: PSU earnout requires ambitious 2026 Net Revenue/Adjusted EBITDA and multi-trial milestones (TRIDENT, LUNAR-4, KEYNOTE D-58, LUNAR-2) that are operationally demanding; failure would reduce PSU vesting .
- Insider selling pressure: 2024 showed RSU vesting (21,111 shares) and no option exercises; anti-pledging may limit forced sales; ownership guideline may constrain sales until compliance .
Equity Ownership & Vesting Schedules (Detail)
| Award Type | Grant Date | Quantity | Price/Terms | Vesting |
|---|---|---|---|---|
| Options | 2/27/2024 | 156,348 | $16.30 exercise | 25% annually × 4 years |
| RSUs | 2/27/2024 | 102,249 | — | 33% annually × 3 years |
| PSUs | 2/27/2024 | Target 102,249; Threshold 25,562; Max 204,498 | 2026 rev/EBITDA + clinical milestones | 3-year vesting if achieved |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: 98.2% approval, with investor preference for long-term, performance-based equity; company responded by maintaining PSU-centric LTIs and removing evergreen from equity plan .
Expertise & Qualifications
- Education: B.A. Music & Business; International MBA .
- Domain experience: >10 years in biopharma/medtech finance and IR; deep familiarity with TTFields commercialization and clinical pipeline .
- Board qualifications: Senior executive leadership, financial literacy; internal candidate progression to CEO .
Employment Terms (Non-Compete/Non-Solicit)
- Non-compete and non-solicit apply during employment and for 12 months after termination; perpetual confidentiality and non-disparagement .
Investment Implications
- Pay-for-performance: Cordova’s incentive design ties payout to patient starts, reimbursement progress, Adjusted EBITDA, and pivotal trial milestones—near-term catalysts include TRIDENT final data and LUNAR-4, KEYNOTE D-58 enrollment thresholds; PSU outcomes drive medium-term equity realization and insider supply dynamics .
- Insider supply risk appears modest near term: RSU vesting is ongoing, but options largely at or above recent price levels and anti-pledging policy reduces forced selling; CEO ownership guideline elevates alignment and limits dispositional flexibility until threshold met .
- Retention: CIC protections (2× base + target bonus; equity acceleration excluding PSUs) and multi-year PSUs support retention through critical 2026 milestones, reducing leadership turnover risk during pivotal pipeline readouts .
- Governance: Separation of Chair/CEO, strong Lead Independent Director, independent committees, and high attendance mitigate dual-role concerns; continued high Say-on-Pay support suggests minimal compensation overhang .