Barak Ben-Arye
NovoCureAbout Barak Ben-Arye
Barak Ben-Arye is General Counsel at Novocure, serving in this role since April 2022 after joining the company in 2018 and progressing through EMEA legal leadership roles; he earned a Bachelor of Laws and Bachelor of Business Administration from Reichman University (IDC Herzliya) in Israel . As disclosed in 2023 filings, his age was 48 at that time; his tenure in the current role is ~3 years as of 2025 . Novocure’s executive pay program ties compensation to multi-faceted performance metrics including net revenue, total shareholder return (TSR), Adjusted EBITDA, patient adoption, innovation milestones, and regulatory achievements . For 2024 annual incentives, corporate performance included Adjusted EBITDA of $0.8 million (scored at 180%), with overall NEO bonus realization at 90% of target based on weighted outcomes and a 15% modifier recognizing corporate achievements such as 10% growth in active patients and 6% growth in prescriptions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novocure | Senior Director, EMEA Counsel | 2018–2019 | Joined Novocure’s legal team serving the EMEA region . |
| Novocure | Vice President, EMEA Counsel | 2019–2022 | Advanced EMEA legal leadership prior to appointment as General Counsel . |
| Novocure | General Counsel | Apr 2022–present | Leads global legal function; employment agreement effective Apr 1, 2022 . |
| Gaash Business and Agriculture (Cooperative, Israel) | Chief Executive Officer | 2014–2018 | Led a multi-sector cooperative engaged in industry, agriculture, commerce, real estate, and tourism . |
| Raved, Magriso, Benkel & Co. (merged into Shibolet & Co.) | Attorney → Partner, Hi-tech & Life Sciences | 2005–2013 | Legal practice culminating as partner in hi‑tech/life science department . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company board or external roles disclosed in company filings reviewed . |
Filings reviewed (10-K/DEF 14A) list no current external directorships for Mr. Ben-Arye .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $440,000 | $440,000 |
| Target Bonus (% of Base) | — | 50% |
| Actual Bonus Paid | $203,409 | $203,646 |
Performance Compensation
2024 Annual Incentive – Corporate Scorecard
| Metric | Weight | Target | Actual | Score | Weighted Score |
|---|---|---|---|---|---|
| New GBM Patient Starts | 30% | — | 4,546 patients | 97% | 29% |
| New Lung Patient Starts | 15% | — | <25 | —% | —% |
| Reimbursement Pathway Establishment | 15% | NCCN request submitted | NCCN request submitted | 50% | 8% |
| Clinical Trial Milestones | 20% | METIS topline; PANOVA DB lock by dates | Achieved per target | 50% | 10% |
| Flex Torso Array Final Design | 10% | Final design with COGS on budget | Achieved | 100% | 10% |
| Adjusted EBITDA | 10% | — | $0.8M | 180% | 18% |
| Modifier Adjustment | — | — | +15% | — | — |
| Cumulative Achievement | — | — | 90% | — | — |
| Individual Bonus Realization (FY 2024) | Target (% Base) | Corporate Realization | Actual Bonus (USD) |
|---|---|---|---|
| Barak Ben-Arye | 50% | 90% | $203,646 |
2024 Long-Term Incentives – Grants and Vesting
| Award Type | Grant Date | Quantity | Exercise/Base | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|---|
| Share Options | 2/27/2024 | 125,078 | $16.30/sh | $1,333,331 | 25% per year over 4 years |
| RSUs (time-based) | 2/27/2024 | 81,799 | — | $1,333,324 | 33⅓% per year over 3 years |
| PSUs (performance-based) | 2/27/2024 | Thr: 20,449; Tgt: 81,799; Max: 163,598 | — | $1,333,324 (probable outcome at grant) | 3-year measurement; vests based on 2026 targets and clinical milestones |
2024 PSU Performance Framework
| Category | Threshold | Target | Outperformance |
|---|---|---|---|
| 2026 Net Revenue | ≥$600M | ≥$700M | ≥$800M |
| 2026 Adjusted EBITDA | >($120M) | >($60M) | Positive |
| Clinical Milestones | TRIDENT final; LUNAR-2 ≥60% enrolled; KEYNOTE D-58 ≥60% enrolled | 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 |
| Service & Vesting Constraints | Minimum 3-year vest timing; outperformance cannot vest until 5th anniversary | — | — |
PSUs are “at-risk” with extended vest timing and no interim vesting; they were granted in lieu of additional annual equity during the performance period, reinforcing long-term alignment and retention .
Equity Ownership & Alignment
Beneficial Ownership (as of April 4, 2025)
| Holder | Ordinary Shares | Options Exercisable ≤60 Days | Time-Based Unvested RSUs | Total Beneficial | % of Outstanding |
|---|---|---|---|---|---|
| Barak Ben-Arye | 58,271 | 75,612 | 115,425 | 249,308 | <1% (*) |
Outstanding Equity Awards (FY 2024 Year-End)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs (USD) | Unearned PSUs (#) | Payout Value of Unearned PSUs (USD) |
|---|---|---|---|---|---|---|---|---|
| 2/27/2024 | — | 125,078 | $16.30 | 2/26/2034 | 81,799 | $2,437,610 | 81,766 | $2,436,627 |
| 2/28/2023 | 7,383 | 22,148 | $76.97 | 2/27/2033 | 11,836 | $352,713 | 17,755 | $529,099 |
| 4/1/2022 | 6,566 | 6,565 | $87.66 | 3/31/2032 | 2,534 | $75,513 | 7,605 | $226,629 |
| 3/1/2022 | 1,766 | 1,766 | $80.59 | 2/29/2032 | 671 | $19,996 | — | — |
- Anti-hedging and anti-pledging policies; significant share ownership requirements apply to senior executives and directors .
- No pledging is disclosed for Mr. Ben-Arye in the ownership table; the company prohibits pledging .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | Employment Agreement entered April 1, 2022; serves as General Counsel . |
| Contract Term | Indefinite; remains in effect until terminated per agreement . |
| Severance (pre‑CIC) | Lump sum equal to positive difference between 75% of annual base salary and Contributed Policy Value (Managers Insurance/pension fund severance component) . |
| Severance (post‑CIC, 12 months window) | Lump sum equal to positive difference between 150% of annual base salary + 150% of target annual bonus and Contributed Policy Value; unvested options/other equity (excluding PSUs) fully vest upon qualifying termination . |
| Illustrative Severance (as of 12/31/2024) | Pre‑CIC cash severance: $233,324; Post‑CIC cash severance: $783,324; Contributed Policy Value used: $206,676; Post‑CIC equity acceleration value: $4,574,445; Post‑CIC total: $5,357,769 . |
| Non‑Compete | 9 months post‑employment; plus confidentiality and non‑disparagement; employee/customer/supplier non‑solicit during employment and 9 months thereafter . |
| Benefits Contributions (Israel) | Company contributes monthly: 8.33% (severance), 6.5% (pension), up to 2.5% (disability); employee contributes 6.0% to Managers Insurance/public pension . |
| 2024 Other Compensation Detail | Automobile allowance $15,057; Company severance/pension contributions $70,335; Professional education fund $35,552; Social security/recuperation and customary benefits $11,998 . |
| Clawback / Tax Gross‑ups | Strong clawback policy; senior executives do not receive tax gross‑ups on severance or CIC benefits . |
| Equity Grant Timing | Options granted on a predetermined schedule to avoid MNPI timing effects; no grants in blackout windows around filings . |
Compensation Structure Notes
- Pay-for-performance design: base salary reviewed annually; annual incentives linked to strategic priorities; long-term incentives delivered via time-based RSUs, 4-year options, and multi-year PSUs tied to revenue, EBITDA, clinical progress and TSR conditions .
- 2024 NEO compensation peer benchmarking managed by FW Cook; Committee affirmed independence and used peer data for decisions; base salary for Mr. Ben-Arye remained $440,000 in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval was 98.2%, indicating strong shareholder support; the company engaged holders representing ~56% of ownership and incorporated feedback favoring long‑term performance‑based equity and TSR alignment into design .
Expertise & Qualifications
- Degrees: Bachelor of Laws (LL.B) and Bachelor of Business Administration (B.B.A.), Reichman University (IDC Herzliya), Israel .
- Career: Legal partner in hi‑tech/life sciences, CEO of multi‑sector cooperative, EMEA counsel leadership, General Counsel at Novocure .
Investment Implications
- Alignment and retention: Heavy weighting to multi-year PSUs with stringent revenue/EBITDA and clinical milestones, extended vesting (no vest before 3 years; outperformance awards not before 5 years), and service requirement should tether the executive’s incentives to long-term value creation and retention .
- Low pledging risk: Company prohibits hedging/pledging and enforces clawbacks and ownership guidelines, reducing misalignment and risk from leveraged positions .
- Potential selling cadence: Time-based RSU and 4-year option vest schedules create predictable vest dates; while not predictive of discretionary sales, vest‑related tax withholding can introduce periodic supply, and unvested award values are material (e.g., $2.44M market value for 2024 unvested RSUs and $2.44M payout value for unearned PSUs at FY24 year‑end) .
- Change‑in‑control economics: Post‑CIC, options/RSUs accelerate and cash severance increases (sum of 1.5x salary and 1.5x target bonus less CPV); PSUs do not accelerate, moderating windfall risk while still ensuring retention economics (illustrative total $5.36M as of 12/31/2024) .
- Pay mix and performance sensitivity: 2024 compensation for Ben‑Arye shows significant equity components relative to cash, with annual bonus tied to patient adoption and Adjusted EBITDA outcomes (actual bonus $203,646 at 90% of target), supporting pay-for-performance principles .