Martin Madden
NovoCureAbout Martin Madden
Martin Madden (age 64) is an independent director of NovoCure Limited, serving since 2017 (8 years of service). He retired after a 30-year career at Johnson & Johnson, culminating as Vice President, Research & Development across multiple medical device groups. He holds an MBA from Columbia University, an M.S. in Mechanical Engineering from Carnegie Mellon University, and a B.S. in Mechanical Engineering from the University of Dayton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson (DePuy-Synthes; Ethicon; Global Surgery Group) | Vice President R&D; VP New Product Development; VP Medical Device R&D Transformation | 1986–Jan 2017 | Led cross-functional teams driving device innovation and product launches across cardiology, EP, vascular, surgery, aesthetics, orthopaedics, spine, trauma; chaired J&J Medical Device Research Council |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Microbot Medical Inc. | Director | 2017–present | Public company board |
| TSO3, Inc. (acquired by Stryker) | Director | 2018–2019 | Public company board |
Board Governance
- Independence: The Board determined Madden is independent under Nasdaq rules and is listed “Independent” in the director slate .
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Committee (Hilleman, Chair; Madden; Scannell) and Compensation Committee (Vernon, Chair; Madden; Stafford) .
- Financial literacy: Skill matrix indicates Madden has financial literacy ; Audit Committee financial experts are Hilleman and Scannell (Madden not designated as “financial expert”) .
- Attendance and engagement: 6 Board meetings and 17 standing committee meetings in 2024; directors attended 98% of Board and committee meetings; executive sessions held at each regularly scheduled Board and committee meeting .
- Lead Independent Director: William Vernon (not Madden) .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $55,000 | Non-Employee Director base fee |
| Audit Committee (member) | $15,000 | Committee member fee |
| Compensation Committee (member) | $10,000 | Committee member fee |
| Total cash fees (2024) | $80,000 | Matches director compensation table for Madden |
Performance Compensation
| Equity Component (2024 grants) | Grant Date | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| RSUs | Jun 5, 2024 | $93,745 | Annual award vests in full on earlier of first grant anniversary or day before next AGM | 2024 Board reduced annual equity to $187,500 total; 50% RSUs / 50% options |
| Share Options | Jun 5, 2024 | $93,834 | Annual award vests in full on earlier of first grant anniversary or day before next AGM | Strike price not disclosed in proxy; annual awards under NEDP vest as above |
- Director equity program: Initial option award for new directors is $667,000 grant-date value, vesting in 3 equal annual installments; annual awards are typically $375,000 but Board elected to receive $187,500 in 2024, split 50/50 RSUs and options, with full vest by ~1 year as noted above .
- Stock ownership guidelines: Non-Employee Directors must own shares equal to ≥3x annual cash retainer; all directors are in compliance or expected to be within required timeframe .
Other Directorships & Interlocks
| Company | Potential Interlock/Context | Assessment |
|---|---|---|
| Johnson & Johnson background (Madden, Doyle, Vernon) | Multiple NVCR directors previously held senior roles at J&J medical device units | Network ties may inform industry insight; no related-party transactions disclosed in 2024 |
| Microbot Medical Inc. | External public board | No NVCR related-party dealings reported; low conflict risk based on proxy |
Expertise & Qualifications
- Deep medical device R&D and product development leadership across numerous device categories; chaired J&J Medical Device Research Council .
- Advanced technical education (Mechanical Engineering) and MBA; skill matrix shows financial literacy .
Equity Ownership
| As of Apr 4, 2025 | Ordinary Shares | Options Exercisable ≤60 Days | Unvested RSUs | Total Beneficial | % Outstanding |
|---|---|---|---|---|---|
| Martin Madden | 19,673 | 75,685 | 4,053 | 95,358 | <1% |
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging of NVCR securities by directors; also restricts margin accounts .
- Insider trading policy and trading windows apply to directors and family members/entities .
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) compliance | All directors and officers filed timely reports | Company reports no delinquent Section 16(a) filings for 2024 |
Governance Assessment
- Board effectiveness: Madden’s dual service on Audit and Compensation strengthens oversight of financial reporting, risk, and pay practices. Overall Board/committee cadence and 98% attendance support strong governance .
- Independence & alignment: Independent status, equity-based director pay with annual vesting, and ownership requirements promote shareholder alignment; anti-hedging/anti-pledging policies reduce misalignment risks .
- Conflicts & related parties: Company reports no related-party transactions involving directors or >5% holders since Jan 1, 2024; no apparent conflicts associated with Madden’s external roles based on disclosures .
- Compensation risk: Director cash fees ($80,000) plus moderated 2024 equity ($187,500 total value) are consistent with peer-informed practices; no meeting fees, and vesting aligned to service encourages engagement without excessive risk-taking .
- Red flags: None observed in proxy (no hedging/pledging; no RPTs; robust clawback, ownership guidelines, and executive sessions). Say-on-pay support was strong (98.2%), indicating general investor confidence in governance and pay practices .