Timothy Scannell
NovoCureAbout Timothy Scannell
Independent director of NovoCure (NVCR), age 60, serving since 2021 (4 years of board tenure as of the April 4, 2025 record date). Former President and COO of Stryker (2018–2021) with 32 years at the company, bringing deep med‑tech operating experience; holds a B.A. and MBA in Business Administration from the University of Notre Dame. Identified by NVCR as an Audit Committee Financial Expert and independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | President & COO | 2018–2021 | Led global operations across MedSurg and Neurotechnology; executive operating oversight |
| Stryker Corporation | Group President, MedSurg & Neurotechnology | 2008–2018 | Grew multi‑segment med‑tech businesses |
| Stryker Corporation | VP/GM Stryker Biotech; President Stryker Spine | Earlier career | Product/segment leadership in biotech and spine |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insulet Corporation | Director (since 2014); Chairman of the Board | Chairman since 2019 | Board leadership at diabetes device company |
| Masimo Corporation | Director | Since 2024 | Board member at patient monitoring/med‑tech |
| Renalytix plc | Director | Mar 2022–Oct 2023 | Former director |
| Molekule, Inc. | Director | 2022–Mar 2024 | Former director |
| Exact Sciences Corporation | Director | Oct 2023–Jun 2024 | Former director |
Board Governance
- Committee memberships: Audit Committee member; NVCR designates him as an Audit Committee Financial Expert.
- Independence: Determined independent under NASDAQ rules; NVCR’s board has three fully independent committees.
- Attendance/engagement: Board met 6 times in 2024; committees met 17 times; directors attended 98% of Board and committee meetings; executive sessions held at each regularly scheduled Board and committee meeting.
- Board leadership: Separate Executive Chairman and CEO; Lead Independent Director (William Vernon) provides independent oversight.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash (2024) | $70,000 | Reflects base non‑employee director retainer ($55,000) plus Audit Committee member retainer ($15,000) |
| Tax prep reimbursement | Up to $5,000 | Added to NED program in 2024 |
Performance Compensation
| Equity Component | 2024 Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Stock awards (RSUs) | $93,745 | Annual RSUs vest in full by first grant anniversary or immediately before next AGM (subject to service) | None; time‑based only |
| Option awards | $93,834 | Options vest ratably over 4 years; exercise price = FMV at grant | None; time‑based only |
| Annual equity mix (NED program) | $187,500 total | 2024 Board agreed to reduce from $375,000 and take 50% RSUs / 50% options | Not performance‑based for directors |
| Initial option award at first election | $667,000 grant‑date fair value | Vests in 3 equal annual installments (subject to service) | None; time‑based only |
Change‑in‑control: outstanding director equity vests in full immediately prior to a change in control (subject to service).
Other Directorships & Interlocks
| Company | Overlap/Interlock with NVCR |
|---|---|
| Insulet; Masimo; former Renalytix, Molekule, Exact Sciences | No NVCR‑disclosed related‑party transactions; industries adjacent (med‑tech) rather than direct NVCR oncology device operations |
Expertise & Qualifications
- Audit Committee Financial Expert designation; financial literacy; med‑tech operations and commercialization experience.
- Education: University of Notre Dame (B.A.; MBA in Business Administration).
Equity Ownership
| Ownership Component (as of Apr 4, 2025) | Amount | Notes |
|---|---|---|
| Ordinary shares owned | 7,017 | Direct plus time‑based RSUs detailed separately |
| Options exercisable within 60 days | 22,906 | Included in beneficial ownership count |
| Total beneficially owned | 29,923 | <1% of outstanding shares |
| RSUs outstanding (time‑based) | 4,053 | As of Dec 31, 2024 |
| Options outstanding (total) | 29,135 | As of Dec 31, 2024 |
- Director stock ownership guidelines: at least 3x annual cash retainer; all Non‑Employee Directors are compliant or on track within the required timeframe.
- Hedging/pledging: NVCR prohibits hedging and pledging of company securities by directors.
- Section 16 compliance: NVCR reports all required insiders filed timely in 2024.
Governance Assessment
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Strengths:
- Independence and audit expertise: Scannell sits on the Audit Committee and is designated as an Audit Committee Financial Expert, bolstering financial oversight.
- Engagement: NVCR reports 98% aggregate director attendance and regular executive sessions, supporting board effectiveness.
- Ownership alignment: Equity grants (RSUs/options) and ownership guidelines promote alignment; anti‑hedging/pledging policy reduces misalignment risk.
- No related‑party transactions: NVCR discloses none over $120,000 since Jan 1, 2024 beyond standard compensation.
- Shareholder sentiment: 98.2% Say‑on‑Pay approval in 2024 indicates broad support for compensation governance.
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Potential risks/RED FLAGS:
- External board load: Chairs Insulet and sits on Masimo; while adjacent med‑tech, ongoing monitoring for time commitments and potential information interlocks is prudent. (Disclosure only; no NVCR‑identified conflicts)
- Director equity quantum: NED annual equity allowance is sizable ($375,000 under program), though Board reduced the 2024 award to $187,500—continued vigilance on pay‑for‑service vs pay‑for‑performance for directors recommended.
Overall: Scannell’s extensive med‑tech operating background and audit expertise strengthen NVCR’s oversight, with policies (clawback, anti‑pledge, ownership guidelines) and high attendance supporting investor confidence; no disclosed conflicts or related‑party transactions involving him.