Kristin Stafford
NovoCureAbout Kristin Stafford
Kristin Stafford (age 43) is an independent, non-employee director of NovoCure, serving since 2023 and currently a member of the Compensation Committee. She is Senior Vice President and Chief Accounting Officer at Royalty Pharma plc (since Dec 2018), is a Certified Public Accountant, and holds a B.S. in Business Administration from Sonoma State University . Stafford’s background combines senior accounting leadership in life sciences capital markets with prior CFO experience at BioPharma Credit plc, aligning with NovoCure’s need for rigorous financial oversight in a complex, multi-jurisdictional med-tech business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royalty Pharma plc | Senior Vice President, Chief Accounting Officer | Dec 2018–present | Leads accounting, controls and reporting for a large life sciences royalty investor |
| Royalty Pharma plc | Vice President, Finance | 2016–2018 | Built finance processes supporting portfolio growth |
| BioPharma Credit plc (affiliate of Royalty Pharma) | Chief Financial Officer | 2016–2018 | CFO oversight for listed credit vehicle; capital markets and reporting |
External Roles
| Category | Detail |
|---|---|
| Other public company directorships | None |
| Professional credential | Certified Public Accountant |
| Education | B.S., Business Administration, Sonoma State University |
Board Governance
- Independence: Board determined Stafford is independent under NASDAQ rules; non-independent directors are Doyle and Cordova (employees) and Danziger (employee Senior Advisor) .
- Committee assignments: Compensation Committee member; Compensation Committee chaired by William Vernon; Martin Madden also serves; Audit Committee chaired by Jeryl Hilleman .
- Board/committee activity and engagement: 2024 held 6 Board meetings; Audit 6; Compensation 7; Nominating & Corporate Governance 4; directors attended 98% of Board and committee meetings; executive sessions of independent directors held at each regularly scheduled Board and committee meeting .
- Governance controls: Robust clawback policy for incentive compensation; anti-hedging and anti-pledging policy; strong share ownership requirements for directors and executives .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Non-Employee Director base retainer | $55,000 |
| Compensation Committee member retainer | $10,000 |
| Total cash fees earned (2024 actual) | $65,000 |
Notes:
- Committee chair fees not applicable to Stafford (not a chair) .
Performance Compensation
Director equity awards (2024):
| Grant Type | Grant Date | Grant-Date Fair Value (USD) |
|---|---|---|
| RSUs | June 5, 2024 | $93,745 |
| Options | June 5, 2024 | $93,834 |
Key equity program features:
- Annual director equity awards: Normally up to $375,000, but Board reduced 2024 annual director award to $187,500, delivered equally in RSUs and options (no 100% options election for 2024) . Annual awards vest in full on the earlier of first grant anniversary or the day immediately preceding the next annual meeting, subject to service; any outstanding director awards vest in full immediately prior to a Change in Control .
- Initial option award at Board entry: $667,000 grant-date fair value; vests ratably over three years (service-based) .
Compensation Committee oversight—Company’s 2024 annual incentive scorecard (for executives; indicative of Stafford’s committee remit):
| Target | Weight | 50% Target | 100% Target | 200% Target | Actual Achievement | Score | Weighted Score |
|---|---|---|---|---|---|---|---|
| New GBM Patient Starts | 30% | 4,440 patients | 4,700 patients | 5,000 patients | 4,546 patients | 97% | 29% |
| New Lung Patient Starts | 15% | 75 patients | 220 patients | 365 patients | <25 | —% | —% |
| Reimbursement Pathway Establishment | 15% | NCCN request submitted | NCCN guidelines established | NCCN guidelines incl. docetaxel | NCCN request submitted | 50% | 8% |
| Clinical Trial Milestones | 20% | METIS topline by Apr 15; PANOVA DB lock by Nov 15 | Above budget enrollment ≥3/5 (incl. LUNAR-2) | Above budget enrollment all 5 | METIS topline; PANOVA DB lock | 50% | 10% |
| Final Design Selected for Flex Torso Array | 10% | Material/design confirmed | Final design; COGS in line | Array in V&V testing | Final design; COGS in line | 100% | 10% |
| Adjusted EBITDA | 10% | ≥($105M) | ≥($90M) | ≥($90M) with low-cost array readiness | $0.8M | 180% | 18% |
| Modifier Adjustment | — | — | — | — | — | — | +15% |
| Cumulative Achievement | — | — | — | — | — | — | 90% |
Signals:
- The Committee applied a positive 15% modifier based on broader achievements (e.g., regulatory progress, trials), paying 90% of target bonuses—evidence of disciplined, outcome-linked pay governance .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None | — | None disclosed; Board reports no related-party transactions >$120,000 in 2024 involving directors/officers/5% holders . |
Expertise & Qualifications
- Financial expertise: CPA; senior accounting leadership; Board skills matrix flags Stafford for financial literacy and governance capability .
- Sector knowledge: Pharmaceuticals/medical device experience aligns with NovoCure’s oncology device focus .
- Governance: Active on Compensation Committee; company uses independent consultant (FW Cook), conducts annual say-on-pay, and maintains robust clawback/anti-hedging policies .
Equity Ownership
| Metric | Quantity |
|---|---|
| Ordinary Shares (direct) | 4,053 (time-based unvested RSUs) |
| Options outstanding (total) | 22,102 |
| Options exercisable within 60 days (subset included in beneficial ownership) | 5,291 |
| Total beneficial ownership (Ordinary Shares + securities exercisable within 60 days) | 9,344; represents <1% of outstanding shares (*) |
| Director ownership guideline | 3x annual cash retainer; all Non-Employee Directors in compliance or on track within required timeframe |
| Anti-pledging/hedging policy | Prohibits pledging and hedging by directors |
(*) “Less than 1%” indication provided in Security Ownership table .
Governance Assessment
- Committee effectiveness and independence: Stafford is an independent director on an all-independent Compensation Committee, with the Committee using an independent consultant (FW Cook) and maintaining strong clawback provisions—positive indicators for pay governance and board oversight .
- Attendance and engagement: High overall attendance (98%) and frequent meetings suggest active board oversight; independent-only executive sessions at each regular meeting further strengthen oversight quality .
- Alignment and incentives: Director equity is service-based and time-vested; annual awards vest within a year and accelerate upon change-in-control, supporting retention and alignment without short-term risk-taking (Board reduced 2024 equity value to $187,500 and split RSUs/options) .
- Conflicts/related-party exposure: No related-party transactions involving directors reported for 2024; anti-pledging/hedging policy reduces alignment risks; Stafford has no other public boards, minimizing interlock risk .
- Shareholder signal: Say-on-pay passed with 98.2% support in 2024—a strong investor confidence signal in compensation governance, which the Compensation Committee (including Stafford) oversees .
RED FLAGS: None disclosed for Stafford. No pledging, no related-party transactions, no attendance issues, no tax gross-ups; no indication of option repricing or unusual guarantees in the director program .