DEF 14A of Nurix Therapeutics, Inc., Mar 28, 2025

DEF 14A of Nurix Therapeutics, Inc.

Filed Mar 28, 2025 · FY20240001140361-25-010808

Open on EDGAR

  1. Compensation Committee

    | • | evaluating and recommending non-employee director compensation arrangements for determination by our Board of Directors; |

  2. Compensation Committee

    | • | overseeing our compliance with regulatory requirements associated with the compensation of directors, officers and employees. |

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The Nominating and Corporate Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies. Our Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals and diversity of viewpoints and ideas. The Nominating and Corporate Governance Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as breadth of experience, knowledge about our business and industry, diversity, willingness and ability to devote adequate time and effort to the Board of Directors, ability to contribute to the Board of Directors’ overall effectiveness, and the needs of the Board of Directors and its committees. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Nominating and Corporate Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review, prior to meetings, the materials distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Corporate Governance Committee considers director tenure.

  4. Stockholder Recommendations for Nominations to the Board of Directors

    Stockholder Recommendations for Nominations to the Board of Directors The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for membership on our Board of Directors who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.12 of our amended and restated bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the amended and restated bylaws on nominations by stockholders. Any nomination should be sent in writing to our Secretary, Nurix Therapeutics, Inc., 1700 Owens Street, Suite 205, San Francisco, California, 94158. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our amended and restated bylaws, and a representation that the nominating stockholder is a beneficial or record holder of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Stockholder Proposals and Director Nominations To Be Presented at Next Annual Meeting.”

  5. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS Our Board of Directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class III do not expire until the annual meetings of stockholders to be held in 2027 and 2026, respectively. Our Nominating and Corporate Governance Committee recommended to our Board of Directors, and our Board of Directors nominated, Ms. Reinsdorf, Mr. Saltzman and Dr. Baynes, each an incumbent Class II director, for election as Class II directors at the Annual Meeting. At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of the Class II nominees be elected as a Class II director for a three-year term expiring at the annual meeting of stockholders to be held in 2028 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. Each director will be elected by a plurality of the votes present at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the three individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. As a result, any shares not voted “FOR” a particular nominee, whether as a result of a withhold vote or a broker non-vote, will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “FOR ALL,” “WITHHOLD ALL,” or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Shares represented by proxies will be voted “FOR ALL” unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If a nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors.

  6. Nominees to the Board of Directors

    Nominees to the Board of Directors The nominees and their ages as of March 21, 2025, are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.

  7. Nominees to the Board of Directors

    | Name | Age | Class | | Judith A. Reinsdorf(1)(2) | 61 | Class II Director | | Edward C. Saltzman(3)(4) | 70 | Class II Director | | Roy D. Baynes(3) | 70 | Class II Director |

  8. Nominees to the Board of Directors

    | (1) Member of our Audit Committee. |

  9. Nominees to the Board of Directors

    | (2) Member of our Nominating and Corporate Governance Committee. |

  10. Nominees to the Board of Directors

    | (3) Member of our Clinical and Commercialization Committee. |

  11. Nominees to the Board of Directors

    | (4) Member of our Compensation Committee. |

  12. Nominees to the Board of Directors

    Judith A. Reinsdorf, J.D., has served as a member of our Board of Directors since October 2021. Ms. Reinsdorf has extensive experience in executive roles across multiple industries. She most recently served as executive vice president and general counsel of Johnson Controls International, a global leader in building products and technology and integrated solutions, from September 2016 to November 2017, following its merger with Tyco International, where she served as executive vice president and general counsel from March 2007 until September 2016. She currently serves on the board of directors of Enpro Inc. and Toll Brothers, Inc., on the board of trustees of the University of Rochester, and on the board of the NACD New Jersey Chapter. Previously, Ms. Reinsdorf served on the boards of Alexion Pharmaceuticals, Inc. until its acquisition by Astra Zeneca in 2021, The Dun & Bradstreet Corporation from 2013 until 2019 and Cornerstone Building Brands, Inc. from 2021 until it was taken private in 2022. She began her career in 1989 as an associate at Crowell & Moring and held various legal counsel positions at Monsanto, Pharmacia and C.R. Bard. Ms. Reinsdorf holds a B.A. from the University of Rochester and a J.D. from Cornell Law School. We believe that Ms. Reinsdorf is qualified to serve on our Board of Directors due to her extensive experience in executive roles across multiple industries, her expertise in corporate governance, risk management and legal matters, and her broad experience in strategic planning, data privacy and regulatory matters. Edward C. Saltzman has served as a member of our Board of Directors since September 2022. Mr. Saltzman has nearly four decades of consulting and strategic development experience in the pharmaceutical, specialty pharmaceutical and biotechnology industries. He currently serves as a Senior Strategic Advisor for Lumanity Inc. (Lumanity), an Arsenal Capital Partners company focused on improving patient health by accelerating and optimizing access to medical advances, and he served as Lumanity’s Head of Biotech Strategy from March 2022 until March 2023. In 1993, Mr. Saltzman founded Defined Health Inc., an asset development strategy consulting firm, and led it to becoming a preeminent advisor to senior management and boards of directors of biotechnology and biopharmaceutical companies, including those developing novel drug discovery platforms. Following the sale of Defined Health to Cello Health plc (Cello Health) in January 2017, Mr. Saltzman served as President of Cello Health’s bio-consulting business unit until mid-2017, when he became the unit’s Executive Chairman, a position he held until March of 2022 when Cello Health was merged with several other businesses and renamed Lumanity. Mr. Saltzman currently is a Venture Advisor to the Israel Biotech Fund. Mr. Saltzman previously served on the board of directors of Vidac Pharmaceuticals Inc. and Saniona AB. Mr. Saltzman holds a B.A. in Journalism from New York University. We believe Mr. Saltzman is qualified to serve on our Board of Directors due to his extensive experience in strategic development in the pharmaceutical, specialty pharmaceutical and biotechnology industries. Roy D. Baynes, MB.Bch., M.Med., Ph.D., has served as a member of our Board of Directors since March 2025, and previously served as a member of our medical advisory board from October 2023 until his appointment to our Board of Directors in March 2025. Since July 2022, Dr. Baynes has served as Executive Vice President and Chief Medical Officer of Eikon Therapeutics, Inc (Eikon), a privately held biotechnology company. Prior to Eikon, Dr. Baynes served as Senior Vice President and Head of Global Clinical Development at Merck Research Laboratories, the research division of Merck and Co., Inc., beginning in December 2013, and as chief medical officer of Merck and Co. Inc., a global healthcare company, from July 2016 until April 2022. Dr. Baynes also previously served as Senior Vice President of Oncology, Inflammation and Respiratory Therapeutics at Gilead Sciences, Inc., and as Vice President of Global Clinical Development and Therapeutic Area Head for Hematology/Oncology at Amgen, Inc. Before joining Amgen, Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center, at Wayne State University. Dr. Baynes currently serves on the board of directors at Natera, Inc., Travere Therapeutics, Inc. Aardvark Therapeutics, Inc., and CatalYm GmbH, and serves as an advisor to Decheng Capital. Dr. Baynes received his medical degree and doctorate in philosophy from the University of the Witwatersrand in South Africa and completed his medical training in the Department of Hematology and Oncology at Johannesburg Hospital. We believe Dr. Baynes is qualified to serve on our Board of Directors due to his medical expertise, his extensive experience in drug development and his leadership experience in the biopharmaceutical industry.

  13. Continuing Directors

    Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages as of March 21, 2025, are provided in the table below. Additional biographical information for each continuing director is set forth in the text below the table.

  14. Continuing Directors

    | Name | Age | Class | | Julia P. Gregory(1)(2) | 72 | Class I Director | | Anil Kapur(3) | 55 | Class I Director | | Lori A. Kunkel, M.D.(3)(4) | 67 | Class III Director | | David L. Lacey, M.D.(3)(4) | 72 | Class I Director | | Arthur T. Sands, M.D., Ph.D. | 63 | Class III Director | | Paul M. Silva(1)(2) | 59 | Class III Director |

  15. Continuing Directors

    | (1) Member of our Audit Committee. |

  16. Continuing Directors

    | (2) Member of our Nominating and Corporate Governance Committee. |

  17. Continuing Directors

    | (3) Member of our Clinical and Commercialization Committee. |

  18. Continuing Directors

    | (4) Member of our Compensation Committee |

  19. Continuing Directors

    Julia P. Gregory has served as Chair of our Board of Directors since May 2024 and as a member of our Board of Directors since August 2019. Ms. Gregory is currently Chair and Chief Executive Officer of Isometry Advisors, Inc., a biotechnology financial, strategy, and management advisory firm. Ms. Gregory formerly served as Chief Executive Officer at ContraFect Corporation, a biotechnology company focused on therapeutics for drug resistant infectious diseases, from November 2013 through March 2016, and as a member of its board of directors from April 2014 through March 2016. Prior to her appointment as Chief Executive Officer, Ms. Gregory served as ContraFect’s Executive Vice President and Chief Financial Officer from July 2012 to November 2013. From 2009 to August 2011, Ms. Gregory served as President and Chief Executive Officer of Five Prime Therapeutics, Inc., and from 2000 to 2008 she served as Executive Vice President, Corporate Development and Chief Financial Officer of Lexicon Pharmaceuticals, Inc. In addition, Ms. Gregory has twenty years of investment banking experience, including at Dillon, Read & Co. and at Punk, Ziegel & Company, where she served as the head of investment banking and head of its life sciences practice. Ms. Gregory currently serves on the board of directors of Biohaven Ltd. and Spinal Simplicity, LLC. Ms. Gregory holds a B.A. from George Washington University and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Ms. Gregory is qualified to serve as a member of our Board of Directors because of her industry leadership and expertise in strategy development and implementation, investment banking and business development. Anil Kapur has served as a member of our Board of Directors since October 2024. From December 2019 through August 2024, Mr. Kapur served as Executive Vice President, Corporate Strategy and Chief Commercial Officer at Geron Corporation, a commercial-stage biopharmaceutical company. Prior to joining Geron, Mr. Kapur was Chief Commercial Officer at Actinium Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, from February 2018 to November 2019, and Vice President, Head of Early Assets, Biomarkers and External Innovation for Worldwide Oncology Commercialization at Bristol-Myers Squibb, from October 2016 until February 2018. Mr. Kapur served as Vice President, Global Head of Commercial and Portfolio Strategy at Baxalta, Incorporated, from 2015 through its acquisition by Shire plc in 2016. Before joining Baxalta, Mr. Kapur held marketing and sales leadership roles of increasing responsibility during his 15-year tenure at Janssen Pharmaceuticals, a Johnson & Johnson company. As Vice President, Commercial Leader, Hematology Franchise in Janssen’s Global Commercial Strategy Organization, Mr. Kapur led the development and execution of commercial strategy and launch plans for in-market development, late development, and early pipeline assets. Mr. Kapur currently serves on the board of directors of Verastem, Inc. Mr. Kapur holds a BE in Mechanical Engineering from Birla Institute of Technology in India, an MS in Industrial Engineering from Louisiana Tech University, and an MBA from the Fuqua School of Business at Duke University. We believe that Mr. Kapur is qualified to serve as a member of our Board of Directors because of his extensive expertise in oncology, his deep understanding of the biopharmaceutical industry and his strong track record of product launch and commercial success. Lori A. Kunkel, M.D., has served as a member of our Board of Directors since July 2019. Since 2004, Dr. Kunkel has served as a biotechnology consultant at LAK505, LLC (previously D2D, LLC), where she advises on drug development, strategy and commercialization. Dr. Kunkel currently serves on the board of directors of Enliven Therapeutics, Inc., Oric Pharmaceuticals, Inc. and K36 Therapeutics, Inc. She previously served as a director of Loxo Oncology, Inc. from October 2014 to February 2019, Tocagen from September 2015 to June 2020, Maverick Therapeutics from May 2015 to August 2021 and Curis, Inc. from November 2016 to September 2022. Dr. Kunkel served as Chief Medical Officer of Pharmacyclics LLC from 2011 to 2013 and of Proteolix, Inc. from 2007 to 2009. Dr. Kunkel also serves as a scientific advisor to a number of public and private biotechnology companies. Dr. Kunkel earned a B.A. in Biology from University of California, San Diego and an M.D. from the University of Southern California. We believe that Dr. Kunkel is qualified to serve on our Board of Directors due to her medical and scientific background, her clinical development expertise and her extensive experience in the biopharmaceutical industry. David L. Lacey, M.D., has served as a member of our Board of Directors since April 2016, and previously served as Chairman of our Board of Directors from August 2019 until May 2024. Since July 2011, Dr. Lacey has served as a biopharmaceutical consultant at David L. Lacey LLC, where he advises academic institutions, biotechnology companies, and venture capital firms. Dr. Lacey currently serves on the board of directors of Arcus Biosciences, Inc. and Inbiomotion SL. From 1994 until his retirement in 2011, Dr. Lacey held various positions, including Senior Vice President of Discovery Research, at Amgen Inc. Dr. Lacey holds a B.A. in Biology from the University of Colorado, Denver and an M.D. from the University of Colorado School of Medicine. We believe that Dr. Lacey is qualified to serve on our Board of Directors because of his extensive experience in leading drug discovery, managing large research organizations and advising companies in the life sciences industry. Arthur T. Sands, M.D., Ph.D., has served as our Chief Executive Officer and a member of our Board of Directors since September 2014. Prior to joining us, Dr. Sands was the co-founder and served as President, Chief Executive Officer, and member of the board of directors of Lexicon Pharmaceuticals, a biopharmaceutical company focused on target validation and pharmaceutical development, from 1995 to July 2014. Before founding Lexicon Pharmaceuticals, Dr. Sands served as an American Cancer Society postdoctoral fellow in the Department of Human and Molecular Genetics at Baylor College of Medicine. Dr. Sands holds a B.A. in Economics and Political Science from Yale University and an M.D. and a Ph.D. in Cell Biology from Baylor College of Medicine. We believe Dr. Sands is qualified to serve on our Board of Directors due to his leadership experience gained from serving as our Chief Executive Officer, his scientific and medical training, and his extensive experience in the life sciences industry. Paul M. Silva has served as a member of our Board of Directors since October 2021. Mr. Silva is a biotechnology leader with more than 30 years of finance and operational experience. He served as senior vice president, chief accounting officer, at Vertex Pharmaceuticals Incorporated (Vertex), a global biotechnology company, from April 2011 until his retirement in April 2021, and also served as the company’s interim chief financial officer from January 2019 to April 2019. Mr. Silva joined Vertex in August 2007 and was the company’s vice president and corporate controller from September 2008 through April 2011. Prior to Vertex, he held positions at Iron Mountain Incorporated, Thermo Electron Corporation, and Anderson LLP. Mr. Silva currently serves on the board of directors of Rapport Therapeutics, Inc. Mr. Silva holds a B.S. in accounting from Assumption College. We believe Mr. Silva is qualified to serve on our Board of Directors because of his extensive finance and operational experience and his biotechnology leadership experience.

  20. Non-Employee Director Compensation

    Non-Employee Director Compensation For the fiscal year ended November 30, 2024, our non-employee directors received compensation pursuant to the following non-employee director compensation program adopted by our Board of Directors, which was unchanged from our prior fiscal year:

  21. Non-Employee Director Compensation

    | • | Cash Compensation. The program provides for an annual cash retainer of $50,000 to each non-employee director. Additionally, the Chair of our Board of Directors receives an additional annual payment of $35,000; the Chairs of our Audit, Compensation, Nominating and Corporate Governance and Clinical and Commercialization Committees receive an additional annual payment of $15,000, $10,000, $10,000 and $10,000 respectively; and the members of our Audit, Compensation, Nominating and Corporate Governance and Clinical and Commercialization Committees receive an additional annual payment of $7,500, $5,000, $5,000 and $5,000, respectively. The cash compensation is paid quarterly in arrears and is pro-rated for partial quarters served. |

  22. Non-Employee Director Compensation

    | • | Equity Compensation. Each non-employee director who is elected or appointed to our Board of Directors is granted an option to purchase 50,000 shares of our common stock upon the director’s initial appointment to our Board of Directors, referred to as the Initial Grant. The Initial Grant will vest in 36 equal installments on each monthly anniversary of the date of grant, such that the Initial Grant will become fully vested and exercisable on the three-year anniversary of the date of grant, subject to the director’s continued service through each applicable vesting date. Additionally, effective as of the date of our annual meeting of stockholders, each non-employee director who is serving on our Board of Directors immediately prior to, and will continue to serve on the Board of Directors following, our annual meeting of stockholders, will be granted an option to purchase 25,000 shares of our common stock on the date of such annual meeting of stockholders, referred to as the Annual Grant. Each Annual Grant will vest on the anniversary of the date of grant, such that the Annual Grant will become fully vested and exercisable on the one-year anniversary of the date of grant, or if earlier, the next annual meeting of our stockholders, subject to the director’s continued service through the vesting date. |

  23. Non-Employee Director Compensation

    Non-employee directors are also reimbursed for reasonable expenses incurred in serving as a director, including travel expenses for attending meetings of our Board of Directors. The following table sets forth the compensation earned by, granted to or paid to our then serving non-employee directors for services provided during the fiscal year ended November 30, 2024. Dr. Sands, our President and Chief Executive Officer, received no compensation for his service as a director during fiscal year 2024.

  24. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash($) | Option Awards($)(1) | Total($) | | Julia P. Gregory | 95,437 | 276,179 | 371,616 | | Anil Kapur | 13,750 | 808,238 | 821,988 | | Lori A. Kunkel, M.D. | 65,000 | 276,179 | 341,179 | | David L. Lacey, M.D. | 79,583 | 276,179 | 355,762 | | Judith A. Reinsdorf, J.D. | 65,833 | 276,179 | 342,012 | | Edward C. Saltzman | 60,000 | 276,179 | 336,179 | | Paul M. Silva | 62,500 | 276,179 | 338,679 |

  25. Non-Employee Director Compensation

    | (1) The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our directors during the fiscal year ended November 30, 2024, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our directors from the stock options. For information regarding the number of outstanding stock options held by each then serving non-employee director as of November 30, 2024, see the table below: |

  26. Non-Employee Director Compensation

    | Name | Option Awards (#) | | Julia P. Gregory | 136,666 | | Anil Kapur | 50,000 | | Lori A. Kunkel, M.D. | 89,305 | | David L. Lacey, M.D. | 151,666 | | Judith A. Reinsdorf, J.D. | 102,500 | | Edward C. Saltzman | 100,000 | | Paul M. Silva | 102,500 |

  27. Non-Employee Director Compensation

    Further, Dr. Baynes joined our Board of Directors on March 11, 2025. In connection with his appointment and consistent with our Non-Employee Director Compensation program described above, Dr. Baynes is eligible to receive a pro-rated cash retainer in 2025 for his partial period of service on our Board of Directors for the remainder of our fiscal year ending November 30, 2025. He was also granted an Initial Grant, as defined above. Dr. Baynes began serving on our Clinical and Commercialization Committee on March 11, 2025, and is eligible to receive a pro-rated cash retainer in 2025 for his partial period of service on such Committee for the remainder of our fiscal year ending November 30, 2025. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES IN THE ELECTION OF CLASS II DIRECTORS.

  28. Judith A. Reinsdorf

    Judith A. Reinsdorf

  29. Judith A. Reinsdorf

    | * Ms. Gregory served as chair of the Audit Committee during the period when the Audit Committee performed its duties related to the financial statements for the fiscal year ended November 30, 2024. Mr. Silva assumed the role of chair of the Audit Committee on January 28, 2025, immediately after the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024. |

  30. Components of Our Executive Compensation Program

    Components of Our Executive Compensation Program Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash bonuses and long-term incentive equity grants. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under the Company’s U.S. 401(k) plan and participation in employee benefit plans. The following chart summarizes the three main elements of compensation, their objectives and key features.

  31. Components of Our Executive Compensation Program

    | Element | Description | Objectives | | Base Salary | • Fixed cash compensation. • Determined based on each executive officer’s role, individual skills, experience, performance, and external market value. | • Base salaries are intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team. | | Short-Term Incentives: Annual Cash Bonus | • Variable cash compensation based on the level of achievement of pre-determined annual corporate goals and personal performance. | • Promotes and rewards the achievement of key annual strategic, business and operational goals. | | Long-Term Incentives: Equity-Based Compensation | • Variable equity-based compensation. • Stock Options: All NEOs were granted options in 2024 that are time-based and provide the right to purchase shares at a price equal to the share price on the grant date. • RSUs: All non-CEO NEOs also received restricted share units (RSUs) that are time-based. | • Motivates and rewards executive officers to achieve multi-year strategic goals that we believe will deliver sustained long-term value to shareholders, as well as to attract and retain executive officers. |

  32. Compensation Program Governance

    | What We Do | | | | ✔ | Pay for Performance | The majority of total executive compensation is variable and at-risk. | | ✔ | Balance Short- and Long-Term Compensation | The allocation of incentives among annual cash incentives and long-term equity incentives does not over-emphasize short-term performance at the expense of achieving long-term goals. | | ✔ | Combination of Balanced Performance Metrics | We use a diverse set of milestone performance metrics in our annual performance bonus plan to ensure that no single measure affects compensation disproportionately. | | ✔ | Independent Compensation Consultant | The Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making. | | ✔ | Peer Data | We develop a peer group of companies based on industry, development stage, therapeutic focus, research and development expense, market capitalization, employee headcount, and numbers of years as a public company to reference to make our compensation decisions. | | ✔ | Clawback | We maintain a clawback policy compliant with SEC and Nasdaq rules. | | ✔ | Double Trigger Change-in-Control Provisions | We entered into agreements with each of the NEOs that provide certain financial benefits if there is both a change in control and a termination of employment (a “double trigger”). A change in control alone would not trigger cash severance pay. |

  33. Compensation Program Governance

    | What We Don’t Do | | | | ✘ | No Hedging or Pledging of Company Securities | We prohibit officers and non-employee directors from engaging in hedging and, subject to limit exceptions, pledging or short sale transactions in Company securities. | | ✘ | No Material Perks | We do not provide material perquisites to executive officers. | | ✘ | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups. | | ✘ | No Stock Options Below Fair Market Value | We do not grant stock options with an exercise price below fair market value. | | ✘ | No Guaranteed Compensation | We do not have agreements with our NEOs that provide any guarantees relating to base salary increases or the amounts of any annual cash incentive awards or long-term equity awards. | | ✘ | No Special Retirement Benefits | We do not provide defined benefit pension arrangements or post-retirement health coverage for our executive officers or employees. Our NEOs and other executives are eligible to participate in our 401(k) plan. |

  34. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise in connection with fulfilling its duties and, pursuant to its charter, the Compensation Committee has the authority to select and retain advisors to assist it with carrying out its duties and responsibilities. The Compensation Committee has engaged the services of an independent compensation consultant, the Human Capital Solutions practice of Aon plc (Aon), to assist it in connection with making executive compensation decisions. The Compensation Committee has the authority, under its charter, to retain, terminate and set the terms of the Company’s relationship with Aon or any other outside advisors that assist the Compensation Committee in carrying out its responsibilities. The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules. The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest. For our fiscal year 2024, Aon assisted the Compensation Committee with, among other things:

  35. Role of the Independent Compensation Consultant

    | • | Providing compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices; |

  36. Role of the Independent Compensation Consultant

    | • | Reviewing and assessing our current non-employee director, CEO and other executive officer compensation policies and practices and equity profile, relative to market practices; |

  37. Role of the Independent Compensation Consultant

    | • | Reviewing and assessing our current executive compensation program relative to market practices to identify any potential changes or enhancements to be brought to the attention of the Compensation Committee; and |

  38. Role of the Independent Compensation Consultant

    | • | Reviewing market practices regarding base salary, bonus and equity programs. |

  39. Role of the Independent Compensation Consultant

    While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

  40. Consideration of Comparative Market Data

    Consideration of Comparative Market Data The Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation. This information provides a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of key attributes. In July 2023, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2024 would consist of pre-commercial biopharmaceutical/biotechnology companies. In general, the selection criteria consisted of the following:

  41. Consideration of Comparative Market Data

    | • | market capitalizations between $175 million and $1.5 billion, |

  42. Consideration of Comparative Market Data

    | • | headcount generally between 75 and 600 employees, and |

  43. Consideration of Comparative Market Data

    | • | preference given to companies that went public within the last five years and those located in the San Francisco Bay area or in other biotech hubs. |

  44. Consideration of Comparative Market Data

    Based on these criteria, the peer group for setting 2024 compensation consisted of the following 23 companies*:

  45. Consideration of Comparative Market Data

    | 1. Arcus Biosciences, Inc. | 9. iTeos Therapeutics, Inc. | 17. RAPT Therapeutics, Inc. | | 2. Arvinas, Inc. | 10. Kezar Life Sciences, Inc. | 18. Relay Therapeutics, Inc. | | 3. C4 Therapeutics, Inc. | 11. Kura Oncology, Inc. | 19. Replimune Group, Inc. | | 4. Erasca, Inc. | 12. Kymera Therapeutics, Inc. | 20. Revolution Medicines, Inc. | | 5. Foghorn Therapeutics, Inc. | 13. Mersana Therapeutics, Inc. | 21. Sutro Biopharma, Inc. | | 6. Gritstone bio, Inc. | 14. Monte Rosa Therapeutics, Inc. | 22. Tango Therapeutics, Inc. | | 7. IDEAYA Biosciences, Inc. | 15. ORIC Pharmaceuticals, Inc. | 23. Zentalis Pharmaceuticals, Inc. | | 8. IGM Biosciences, Inc. | 16. Prelude Therapeutics, Inc. | |

  46. Consideration of Comparative Market Data

    | * Reflects the removal of the following companies from our 2023 peer group: Allogene Therapeutics, Inc.; Gossamar Bio, Inc.; Kronos Bio, Inc.; Nkarta, Inc.; and Turning Point Therapeutics, Inc. Also reflects the addition of the following companies to our 2024 peer group: Erasca, Inc.; Foghorn Therapeutics, Inc.; Gritstone bio, Inc.; Kura Oncology, Inc., Mersana Therapeutics, Inc., Monte Rosa Therapeutics, Inc., Prelude Therapeutics, Inc., and Tango Therapeutics, Inc. |

  47. Consideration of Comparative Market Data

    The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group as one reference point in its compensation decisions, along with various other factors, such as the individual’s performance and experience and competitive market conditions. Additionally, when considering the establishment of 2024 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2024 peer group market data with data derived from the Radford 2023 Global Life Science Survey for public pre-commercial biopharmaceutical companies. This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time. The Compensation Committee believes that the compensation practices of our peer group and the applicable survey data provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2024.

  48. CEO and NEO Pay Mix

    CEO and NEO Pay Mix Executive compensation is linked strongly to the performance of the business, with a majority of annual target compensation being variable and at-risk. In 2024, 89% of the total target compensation for the CEO was at-risk and 75% of the total target compensation for all other NEOs was at-risk, each as shown in the graphic below. The Compensation Committee considers compensation to be at risk if it is subject to performance-based payment or time-based vesting conditions or if its value depends on share price appreciation. Though the Compensation Committee has not adopted any formal or informal policies or guidelines that specify the allocation of compensation between these three elements, consistent with our “pay-for-performance” philosophy, the Compensation Committee has determined that NEO compensation packages must include an emphasis on and a substantial portion of variable, at-risk pay while ensuring adequate base salary to attract and retain talent. The following pay mix pie chart graphics illustrate our emphasis on variable, at-risk pay and long-term incentives. The percentages of target total direct compensation as calculated above are based on the annualized 2024 base salary, the 2024 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual stock option and RSU grants. Each compensation element is described in this section and outlined in more detail in the Summary Compensation Table and Grants of Plan-Based Awards table below.

  49. Annual Performance-Based Cash Bonus

    Annual Performance-Based Cash Bonus Our annual cash bonus for executive officers rewards our NEOs for the achievement of key short-term objectives. The structure of the annual cash bonus incentivizes NEOs to achieve research, developmental, operational, financial and individual performance objectives that the Compensation Committee views as critical to the execution of our business strategy. For 2024, the annual bonus for our CEO is based 100% on corporate performance objectives and for the other NEOs annual bonuses are based 70% on corporate performance objectives and 30% on individual objectives. Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect for the year and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary for the respective positions and the proportion of total direct compensation represented by the annual cash incentive. For 2024, our NEOs had the following annual cash bonus targets, which remain unchanged from 2023:

  50. Annual Performance-Based Cash Bonus

    | NEO | 2024 Target Annual Bonus Opportunity as a % of Base Salary | | Arthur T. Sands, M.D., Ph.D. | 60% | | Hans van Houte | 40% | | Gwenn M. Hansen, Ph.D. | 40% | | Christine Ring, Ph.D., J.D. | 40% |

  51. Annual Performance-Based Cash Bonus

    Corporate Performance Goals. As a pre-commercial biopharmaceutical company, we do not have material revenue or profits at this stage and our success is best measured by achievement of certain developmental, research, financial, and operational milestones. The Compensation Committee did not weigh our 2024 corporate goals (2024 Corporate Goals) and retained full discretion to determine the corporate goal achievement based on all factors and circumstances affecting achievement. Our 2024 Corporate Goals were determined by our Board and included certain developmental, research, financial, and operational milestones. The goals were selected to directly impact our ability to advance and expand our product portfolio platform, advance our strategic business and financial partnerships, advance our hiring needs with sufficient fiscal discipline to retain cash runway, and increase the overall value of the Company in the future. In addition, the 2024 bonus program included three stretch goals under which any actual annual cash bonus otherwise payable could be increased if our stretch goals were achieved, such that the maximum bonus that could have been achieved for 2024 was 125% of the executive’s target annual bonus opportunity. The Board of Directors believed that each of these goals would be significantly challenging and would require a high level of performance in order to be achieved. Our 2024 Corporate Goals were organized into three general categories: those related to our clinical programs, those related to our research programs, and those related to our general business. The clinical goals focused on advancing NX-5948, NX-2127 and NX-1607 through their respective clinical trials. The research goals focused on advancing our collaboration programs to meet certain milestone events as well as advancing our wholly owned internal programs. The business-related goals focused on fiscal discipline and retaining a certain cash runway as well as maintaining an engaged workforce and building upon our business infrastructure. In January 2025, the Compensation Committee met to consider how the Company had performed against our 2024 Corporate Goals. While the Compensation Committee considered management’s views regarding their 2024 achievements, the Committee made an independent determination regarding the corporate performance. The Compensation Committee considered the substantial progress made to the clinical programs, particularly those related to NX-5948, including meeting one of the stretch goals. The Committee also noted that the Company not only met all of its research goals but also exceeded them, including one of the stretch goals. The independent members of our Board of Directors, following recommendations from our Compensation Committee, determined that the Company’s performance met most of the 2024 Corporate Goals and achieved key stretch goals, and that the total level of achievement was 115% of target. Individual Performance. In determining annual cash bonus payouts, the Compensation Committee also evaluated the individual performance of our non-CEO NEOs. The Compensation Committee views the inclusion of individual performance as an important component of the annual cash bonus plan because it motivates these NEOs for individual performance, even if overall corporate performance is lower. In assessing the individual performance of these NEOs, the Compensation Committee, with the input of our CEO, considered each such officer’s individual contributions to the achievement of our 2024 Corporate Goals, and the officer’s individual performance in helping to execute on our strategic and operating initiatives. Based on the CEO’s recommendation and the Compensation Committee independent assessment that the goals and achievements for 2024, highlighted above in the “Executive Summary” section, were a group effort among the other NEOs, the Compensation Committee recommended, and the independent members of our Board of Directors approved, the same individual performance percentage for all other NEOs at 115%. Payouts. The Compensation Committee and the independent members of our Board of Directors determined the 2024 corporate performance level and the individual performance multiplier for each non-CEO NEO to determine the total annual bonus payout. The amounts of the annual bonus awards for 2024 were determined as follows:

  52. Annual Performance-Based Cash Bonus

    | NEO | Base Salary ($) | Target Annual Bonus % | Target Incentive Amount ($) | Corporate Performance % | Individual Performance % | Payout ($) | | Arthur T. Sands, M.D., Ph.D. | 615,000 | 60% | 369,000 | 115% | N/A | 424,350 | | Hans van Houte | 500,000 | 40% | 200,000 | 115% | 115% | 230,000 | | Gwenn M. Hansen, Ph.D. | 512,000 | 40% | 204,800 | 115% | 115% | 235,520 | | Christine Ring, Ph.D., J.D. | 500,000 | 40% | 200,000 | 115% | 115% | 230,000 |

  53. Equity-Based Incentive Awards

    Equity-Based Incentive Awards The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multi-year strategic goals, which in turn will deliver sustained long-term value to shareholders. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term. Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and are generally made upon commencement of employment or promotion or annually during the first fiscal quarter of each year. We believe that our equity awards are an important retention and motivation tool for our executive officers, as well as for our other employees. For 2024, our long-term incentive program consisted of stock options for the CEO and a mix of stock options and RSUs for the other NEOs. We have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our shareholders. Among companies like ours that are similar in terms of stage of development, options are very common as the form of equity awards. Stock options motivate stock price appreciation over the long term because they deliver value only if the stock price increases. The use of stock options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation. Additionally, we grant time-based RSUs to our non-CEO NEOs as we believe RSUs serve as an important retention vehicle and align the interests of management and stockholders to promote stability and retention of our executive team while being less dilutive than stock options. In determining the number of stock options and RSUs to be granted to an NEO, the Compensation Committee takes into account the range of long-term incentive award values granted to executive officers at the companies in the peer group. For 2024, our CEO received only stock options and our other NEOs received a split of 70% stock options and 30% RSUs. The annual option incentive awards granted to our NEOs for fiscal year 2024 are set forth in the table below:

  54. Equity-Based Incentive Awards

    | NEO | Stock Options (#) | Stock Options ($)(1) | RSUs (#) | RSUs ($)(1) | | Arthur T. Sands, M.D., Ph.D. | 800,000 | 4,751,716 | N/A | N/A | | Hans van Houte | 150,000 | 890,947 | 45,000 | 392,400 | | Gwenn M. Hansen, Ph.D. | 150,000 | 890,947 | 45,000 | 392,400 | | Christine Ring, Ph.D., J.D. | 150,000 | 890,947 | 45,000 | 392,400 |

  55. Equity-Based Incentive Awards

    | (1) The amounts reported are grant date fair value computed in accordance with ASC 718 (defined below) based on the closing price of our common stock on the date of grant. These amounts do not reflect the actual economic value that may ultimately be realized by the NEOs. |

  56. Equity-Based Incentive Awards

    The exercise price of all stock option awards to all NEOs is equal to the closing price of our shares on the date of the grant, and all stock options granted in 2024 have a ten-year term. The options are subject to time-based vesting in equal monthly installments for 36 months. The RSUs granted to our non-CEO NEOs vest in equal quarterly increments over three years. The vesting of stock options and RSUs is subject to the NEO’s continued provision of services to the Company. Vesting of awards may accelerate under certain termination and change in control events as described below under “Potential Payments upon Termination or Change in Control.”

  57. Employment Agreements

    Employment Agreements Each of our NEOs is employed at-will and their compensation is reviewed periodically and subject to the discretion of our Compensation Committee and Board of Directors. We have entered into offer letters with each of our NEOs. Each of these offer letters include each officer’s base salary, an annual incentive cash bonus opportunity and standard employee benefit plan participation. The offer letters also acknowledge that each NEO will participate in our Severance and Change in Control Plan. Any potential payments and benefits due upon a termination of employment or in connection with a change in control of the Company are described below under “ —Potential Payments upon Termination or Change in Control.” We do not provide any excise tax gross-ups in connection with severance paid upon termination without cause, for good reason, or relating to a change-in-control transaction. All change in control cash payments are structured to be on a “double-trigger” basis, requiring an involuntary termination in connection with the change in control transaction.

  58. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment and promotion. As discussed above, currently, we grant stock options and RSUs. We do not have a formal policy regarding the timing of awards of stock options in relation to our disclosure of material nonpublic information; however, our Compensation Committee does not target our grants of stock option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Each fiscal year, our Compensation Committee adopts an annual budget for the grant of equity awards. As part of its standing agenda, our Compensation Committee reviews annual grants of equity awards to our NEOs at its regularly scheduled meeting in the first quarter of each year and either approves such grants or recommends such grants for approval by the independent members of our Board of Directors. In 2023, the independent members of our Board of Directors determined in advance that the grant date for such annual equity awards would be the second Tuesday in February 2023. For fiscal year 2024, the independent members of our Board of Directors followed the prior year’s practice and determined in advance that annual equity grants of stock options and RSUs would be granted to our NEOs on February 13, 2024, the second Tuesday in February 2024. No additional, discretionary equity awards were made to our NEOs in fiscal year 2024. As required by Item 402(x) of Regulation S-K under the Exchange Act, the table below presents information regarding stock options issued to our Named Executive Officers in fiscal year 2024 during the period beginning four business days before and ending one business day after the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2023, and the furnishing of a Current Report on Form 8-K disclosing the Company’s financial results for the fourth quarter ended November 30, 2023.

  59. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | NEO | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Share) | Grant Date Fair Value of the Award(1) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Arthur T. Sands, M.D., Ph.D. | 2/13/2024 | 800,000 | 8.72 | $4,751,716 | 0.20% | | Hans van Houte | 2/13/2024 | 150,000 | 8.72 | $890,947 | 0.20% | | Gwenn M. Hansen, Ph.D. | 2/13/2024 | 150,000 | 8.72 | $890,947 | 0.20% | | Christine Ring, Ph.D., J.D. | 2/13/2024 | 150,000 | 8.72 | $890,947 | 0.20% |

  60. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | (1) Reflects the grant date fair value of the stock options granted to our directors during the year ended November 30, 2024, as computed in accordance with ASC 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. |

  61. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    The Company did not grant any stock options to our NEOs in fiscal year 2024 during any period beginning four business days before and ending one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any other Current Report on Form 8-K that disclosed material nonpublic information.

  62. Summary Compensation Table

    Summary Compensation Table

  63. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(9) | All Other Compensation ($) | Total ($) | | Arthur T. Sands President, Chief Executive Officer and Director | 2024 | 613,104 | — | 4,751,716(2) | 424,350 | 23,692(3) | 5,812,862 | | | 2023 | 590,813 | — | 3,376,799 | 355,350 | 40,158(4) | 4,363,120 | | | 2022 | 572,083 | — | 8,505,239 | 293,250 | 45,649(5) | 9,416,222 | | Hans van Houte Chief Financial Officer | 2024 | 498,675 | 392,400(2) | 890,947(2) | 230,000 | 4,460(6) | 2,016,482 | | | 2023 | 482,925 | 259,920 | 670,084 | 193,640 | 5,418(7) | 1,611,987 | | | 2022 | 465,417 | 899,990 | 2,756,950 | 171,080 | 14,244(8) | 4,307,781 | | Gwenn M. Hansen Chief Scientific Officer | 2024 | 510,533 | 392,400(2) | 890,947(2) | 235,520 | 4,460(6) | 2,033,860 | | | 2023 | 493,200 | 259,920 | 670,084 | 203,693 | 5,860(9) | 1,632,757 | | | 2022 | 476,250 | 999,993 | 2,163,400 | 180,480 | 4,460(6) | 3,824,583 | | Christine Ring Chief Legal Officer and Chief Compliance Officer | 2024 | 498,677 | 392,400(2) | 890,947(2) | 230,000 | 4,460(6) | 2,016,484 | | | 2023 | — | — | — | — | — | | | | 2022 | — | — | — | — | | — |

  64. Summary Compensation Table

    | (1) The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of such awards granted to our NEOs during the fiscal years ended November 30, 2024, 2023 and 2022 as computed in accordance with ASC 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 8 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Note that the amounts reported in these columns reflect the accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by our NEOs from the equity awards. |

  65. Summary Compensation Table

    | (2) For more information regarding these awards, including vesting information, see “Outstanding Equity Awards at 2024 Fiscal Year-End Table” below. |

  66. Summary Compensation Table

    | (3) The amount includes (i) $3,500 in 401(k) plan matching contributions and (ii) $20,192 for monthly rent and utilities for a rental apartment in the San Francisco, California area. |

  67. Summary Compensation Table

    | (4) The amount includes (i) $3,500 in 401(k) plan matching contributions, (ii) $680 for reimbursement of cellular phone costs and (iii) $35,978 for monthly rent and utilities for a rental apartment in the San Francisco, California area. |

  68. Summary Compensation Table

    | (5) The amount includes (i) $3,500 in 401(k) plan matching contributions, (ii) $960 for reimbursement of cellular phone costs and (iii) $41,189 for monthly rent and utilities for a rental apartment in the San Francisco, California area. |

  69. Summary Compensation Table

    | (6) The amount represents: (i) $3,500 in 401(k) plan matching contributions and (ii) $960 for reimbursement of cellular phone costs. |

  70. Summary Compensation Table

    | (7) The amount includes (i) $3,500 in 401(k) plan matching contributions, (ii) $960 for reimbursement of cellular phone costs and (iii) $958 for reimbursement for wellness activities. |

  71. Summary Compensation Table

    | (8) The amount represents: (i) $3,500 in 401(k) plan matching contributions, (ii) $960 for reimbursement of cellular phone costs, (iii) $900 for reimbursement for wellness activities and (iv) $8,884 for monthly rent and utilities for a rental apartment in the San Francisco, California area. |

  72. Summary Compensation Table

    | (9) The amount includes (i) $3,500 in 401(k) plan matching contributions, (ii) $960 for reimbursement of cellular phone costs and (iii) $1,400 for reimbursement for wellness activities. |

  73. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table presents information concerning each grant of an award made to the NEOs in 2024 under any plan.

  74. Grants of Plan-Based Awards in 2024

    | Name | Type of Award | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Arthur T. Sands | Cash | — | 2/7/2024 | — | 369,000 | 461,250 | — | — | | | Stock Options | 2/13/2024 | 2/7/2024 | — | | | 800,000 | 4,751,716 | | Hans van Houte | Cash | — | | — | 200,000 | 250,000 | — | — | | | Stock Options | 2/13/2024 | 2/7/2024 | — | | | 150,000 | 890,947 | | | RSU | 2/13/2024 | 2/7/2024 | — | | | 45,000 | 392,400 | | Gwenn M. Hansen | Cash | — | | — | 204,800 | 256,000 | — | — | | | Stock Options | 2/13/2024 | 2/7/2024 | — | | | 150,000 | 890,947 | | | RSU | 2/13/2024 | 2/7/2024 | — | | | 45,000 | 392,400 | | Christine Ring | Cash | — | | — | 200,000 | 250,000 | — | — | | | Stock Options | 2/13/2024 | 2/7/2024 | — | | | 150,000 | 890,947 | | | RSU | 2/13/2024 | 2/7/2024 | — | | | 45,000 | 392,400 |

  75. Grants of Plan-Based Awards in 2024

    | (1) Reflects threshold, target and maximum target bonus amounts for fiscal year 2024 performance under the Annual Incentive Compensation program, as described in “Executive Compensation — Elements of Our Executive Compensation Program — Annual Cash Incentives.” These amounts do not necessarily correspond to the actual value that may be received by the NEO. |

  76. Grants of Plan-Based Awards in 2024

    | (2) The amounts shown represent the grant date fair value of stock options and RSUs granted during fiscal year 2024, computed in accordance with ASC 718. The assumptions used in the valuation of these awards are set forth in Note 8 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended November 30, 2024, filed with the SEC on January 28, 2025. Further information about these awards is provided in the section titled “Executive Compensation — Elements of Our Executive Compensation Program — Annual Equity Grants.” Grant date fair value is determined for financial statement reporting purposes and does not correspond to the actual value that the NEOs will realize from the award. |

  77. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  78. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards(1) | | | | | | | Stock Awards(2) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | EIP Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock that have not Vested (#) | Market Value of Units of Stock that have not Vested ($)(3) | | Arthur T. Sands | 8/29/2019(4) | 6/10/2019 | 249,999 | — | | 1.86 | 8/28/2029 | | | | | 2/27/2020(4) | 2/18/2020 | 153,333 | — | | 7.26 | 2/26/2030 | | | | | 6/14/2020(4) | 6/1/2020 | 117,539 | — | | 9.57 | 6/13/2030 | | | | | 10/21/2020(4) | 7/23/2020 | 804,170 | — | | 26.91 | 10/20/2030 | | | | | 2/11/2021(4) | 2/11/2021 | 140,625 | 9,375 | | 38.97 | 2/10/2031 | | | | | 1/20/2022(4) | 1/20/2022 | 212,500 | 87,500 | | 18.89 | 1/19/2032 | | | | | 8/9/2022(4) | 8/9/2022 | 225,000 | 175,000 | | 18.50 | 8/8/2032 | | | | | 2/14/2023(6) | 2/14/2023 | 261,333 | 186,667 | | 10.83 | 2/13/2033 | | | | | 2/13/2024(6) | 2/13/2024 | 200,000 | 600,000 | | 8.72 | 2/12/2034 | | | | Hans van Houte | 3/2/2018 (4) | 2/2/2018 | 9,027 | — | | 1.20 | 3/1/2028 | | | | | 8/29/2019(4) | 6/10/2019 | 20,136 | — | | 1.86 | 8/28/2029 | | | | | 2/27/2020(4) | 2/18/2020 | 36,504 | — | | 7.26 | 2/26/2030 | | | | | 5/28/2020(4) | 5/28/2020 | 83,333 | — | | 9.57 | 5/27/2030 | | | | | 2/11/2021(4) | 2/11/2021 | 37,500 | 2,500 | | 38.97 | 2/10/2031 | | | | | 1/19/2022(4) | 1/19/2022 | 73,592 | 30,302 | | 19.49 | 1/18/2032 | | | | | 1/19/2022(7) | 1/30/2022 | — | | | — | — | 14,431 | 319,069 | | | 8/9/2022(4) | 8/9/2022 | 67,500 | 52,500 | | 18.50 | 8/8/2032 | | | | | 2/14/2023(6) | 2/14/2023 | 51,858 | 37,042 | | 10.83 | 2/13/2033 | | | | | 2/14/2023(8) | 4/30/2023 | — | | | — | — | 12,000 | 265,320 | | | 2/13/2024(6) | 2/13/2024 | 37,500 | 112,500 | | 8.72 | 2/12/2034 | | | | | 2/13/2024(9) | 4/30/2023 | — | | | — | — | 37,500 | 829,125 | | Gwenn M. Hansen | 2/11/2016(5) | 12/14/2015 | 31,333 | — | | 0.84 | 2/10/2026 | | | | | 3/2/2018(4) | 2/2/2018 | 8,333 | — | | 1.20 | 3/1/2028 | | | | | 11/15/2018(4) | 9/3/2018 | 20,000 | — | | 1.68 | 11/14/2028 | | | | | 8/29/2019(4) | 6/10/2019 | 66,666 | — | | 1.86 | 8/28/2029 | | | | | 2/27/2020(4) | 2/18/2020 | 67,466 | — | | 7.26 | 2/26/2030 | | | | | 5/28/2020(4) | 5/28/2020 | 81,905 | — | | 9.57 | 5/27/2030 | | | | | 2/11/2021(4) | 2/11/2021 | 56,250 | 3,750 | | 38.97 | 2/10/2031 | | | | | 1/19/2022(4) | 1/19/2022 | 81,769 | 33,669 | | 19.49 | 1/3/2032 | | | | | 1/19/2022(7) | 1/30/2022 | — | — | | — | — | 16,034 | 354,512 | | | 8/9/2022(4) | 8/9/2022 | 33,918 | 26,380 | | 18.50 | 8/8/2032 | | | | | 2/14/2023(6) | 2/14/2023 | 51,858 | 37,042 | | 10.83 | 2/13/2033 | | | | | 2/14/2023(8) | 4/30/2023 | — | — | | — | — | 12,000 | 265,320 | | | 2/13/2024(6) | 2/13/2024 | 37,500 | 112,500 | | 8.72 | 2/12/2034 | | | | | 2/13/2024(9) | 4/30/2024 | — | — | | — | — | 37,500 | 829,125 | | Christine Ring | 10/1/2019(5) | 9/9/2019 | 65,506 | — | | 0.62 | 9/30/2029 | | | | | 11/14/2019(5) | 9/9/2019 | 5,537 | — | | 1.86 | 11/13/2029 | | | | | 2/27/2020(4) | 2/18/2020 | 13,333 | — | | 7.26 | 2/26/2030 | | | | | 5/28/2020(4) | 5/28/2020 | 96,389 | — | | 9.57 | 5/27/2030 | | | | | 2/11/2021(4) | 2/11/2021 | 37,500 | 2,500 | | 38.97 | 2/10/2031 | | | | | 1/19/2022(4) | 1/19/2022 | 49,061 | 20,201 | | 19.49 | 1/18/2032 | | | | | 1/19/2022(7) | 1/30/2022 | — | — | | — | — | 9,621 | 212,720 | | | 8/9/2022(4) | 8/9/2022 | 22,612 | 17,587 | | 18.50 | 8/8/2032 | | | | | 2/14/2023(6) | 2/14/2023 | 51,858 | 37,042 | | 10.83 | 2/13/2033 | | | | | 2/14/2023(8) | 4/30/2023 | — | — | | — | — | 12,000 | 265,320 | | | 2/13/2024(6) | 2/13/2024 | 37,500 | 112,500 | | 8.72 | 2/12/2034 | | | | | 2/13/2024(9) | 4/30/2024 | — | — | | — | — | 37,500 | 829,125 |

  79. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) The outstanding stock option awards granted on and after October 21, 2020, were granted under the 2020 Equity Incentive Plan. All other outstanding stock option awards were granted under the 2012 Equity Incentive Plan. |

  80. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) The outstanding restricted stock units were granted under the 2020 Equity Incentive Plan. |

  81. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Represents the fair market value of the shares underlying the RSUs as of November 29, 2024, the last business day of our 2024 fiscal year, based on the closing price on Nasdaq of our common stock on November 29, 2024, which was $22.11 per share. |

  82. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) This stock option vests monthly at the rate of 1/48th of the shares of our common stock underlying the stock option following the vesting commencement date, in each case subject to continued service to us. |

  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) This stock option vests at a rate of 1/4th of the shares of our common stock underlying the stock option on the one-year anniversary of the vesting commencement date and an additional 1/48th vests monthly thereafter, subject to the executive’s continued service to us. |

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) This stock option vests monthly at the rate of 1/36th of the shares of our common stock underlying the stock option following the vesting commencement date, in each case subject to continued service to us. |

  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) These restricted stock units vest in substantially equal increments quarterly over four years, with the first quarterly incremental vesting occurring on April 30, 2022, subject to the executive’s continued service to us. |

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) These restricted stock units vest in substantially equal increments quarterly over three years, with the first quarterly incremental vesting occurring on July 30, 2023, subject to the executive’s continued service to us. |

  87. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (9) These restricted stock units vest in substantially equal increments quarterly over three years, with the first quarterly incremental vesting occurring on July 30, 2024, subject to the executive’s continued service to us. |

  88. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table presents information concerning amounts realized from stock option exercises and RSUs vested during fiscal year 2024 for each of the NEOs.

  89. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Arthur T. Sands | — | — | — | — | | Hans van Houte | — | — | 27,044 | 502,966 | | Gwenn M. Hansen | — | — | 28,327 | 524,554 | | Christine Ring | 54,300 | 1,027,469 | 23,196 | 438,233 |

  90. 2024 Option Exercises and Stock Vested

    | (1) The value realized on exercise reflects the difference between the fair market value of our common stock at the time of exercise on the exercise date and the exercise price of the stock option. Amounts shown are presented on an aggregate basis for all exercises that occurred during fiscal year 2024. |

  91. 2024 Option Exercises and Stock Vested

    | (2) The value realized on vesting reflects the aggregate fair market value of all our common stock issued pursuant to vested RSUs during fiscal year 2024. |

  92. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Certain of our officers, including our NEOs, participate in our Executive Severance and Change in Control Plan (Executive Severance Plan). Outside of a Change in Control. Pursuant to the Severance Plan and his Executive Severance Plan participation agreement, if Dr. Sands is terminated without “cause” or resigns for “good reason” (as such terms are defined in the Executive Severance Plan) prior to a “change in control” (as defined in the Executive Severance Plan) of the company or following the 12-month anniversary of a change in control of the company, he will be entitled to receive a cash amount, payable in a lump sum, equal to his (i) annual base salary and (ii) any annual bonus earned for our prior completed fiscal year to the extent not yet paid. In addition, Dr. Sands will be entitled to continued coverage under our group healthcare plans for a period ending on the earlier of (x) 12 months following the termination date and (y) the date that he and his covered dependents become eligible for coverage under another employer’s plans. Pursuant to the Executive Severance Plan and their applicable Executive Severance Plan participation agreements, if our other NEOs (other than Dr. Sands) are terminated without cause or resign for good reason prior to a change in control of the company, or following the 12-month anniversary of a change in control of the company, they will be entitled to receive a cash amount, payable in a lump sum, equal to (i) 0.75 times their annual base salary and (ii) any annual bonus earned for our prior completed fiscal year to the extent not yet paid. In addition, they will be entitled to continued coverage under our group healthcare plans for a period ending on the earlier of (x) nine months following the termination date and (y) the date that they and their covered dependents become eligible for coverage under another employer’s plans. In Connection with a Change in Control. In the event that Dr. Sands is terminated without cause or resigns for good reason within 12 months following a change in control of the company, then in lieu of the foregoing, he will be entitled to receive a cash amount, payable in a lump sum, equal to (i) two times his annual base salary, (ii) any annual bonus earned for our prior completed fiscal year to the extent not yet paid and (iii) his target bonus for the fiscal year in which the termination occurs. Dr. Sands will also be entitled to continued coverage under our group healthcare plans for a period ending on the earlier of (x) 24 months following the termination date and (y) the date that Dr. Sands and his covered dependents become eligible for coverage under another employer’s plans. In addition, each then-outstanding equity award that vests subject to Dr. Sand’s continued service will automatically become vested and exercisable in full and any equity awards subject to performance-based vesting criteria will be treated in accordance with the applicable award agreement or other applicable equity incentive plan governing the terms of such equity award. In the event that our NEOs other than Dr. Sands are terminated without cause or resign for good reason within 12 months following a change in control of the company, then in lieu of the payments and benefits set forth above, they will be entitled to receive a cash amount, payable in a lump sum, equal to (i) their annual base salary, (ii) any annual bonus earned for our prior completed fiscal year to the extent not yet paid and (iii) their target bonus for the fiscal year in which the termination occurs. Such NEOs will also be entitled to continued coverage under our group-healthcare plans for a period ending on the earlier of (x) 12 months following the termination date and (y) the date that they and their covered dependents become eligible for coverage under another employer’s plans. In addition, each then-outstanding equity award that vests subject to their continued service will automatically become vested and exercisable in full and any equity awards subject to performance-based vesting criteria will be treated in accordance with the applicable award agreement or other applicable equity incentive plan governing the terms of such equity award. The vesting of any outstanding equity award that is not assumed by a successor company following a change in control of the company will automatically accelerate in full without regard to the NEO’s termination of service. For purposes of the Executive Severance Plan, “cause” means: an Executive Severance Plan participant (i) has been convicted of, or has pleaded guilty or nolo contendere to, any felony or crime involving moral turpitude, (ii) has engaged in a willful act of misconduct, or committed any act of fraud, theft, embezzlement, misappropriation of funds, breach of fiduciary duty or other willful act of material dishonesty against us, (iii) other than in the case of a termination of employment during the period commencing on the change in control and ending 12 months following the change in control (the “change in control period”), has materially failed or refused to satisfactorily perform the material duties lawfully and reasonably assigned to the him or her or has performed such material duties with gross negligence; (iv) has breached any material term or condition of his or her employment agreement, or Employment, Confidential Information and Intellectual Property Assignment Agreement with us or any other material agreement with us; or (v) acted in willful violation or disregard of any written policy or practice of ours, including a code of conduct, which results in material loss, damage or injury to us; in each case provided that any of the foregoing may be cured, if curable, within 30 days’ notice from us. For purposes of the Executive Severance Plan, “good reason” means: a cessation of an Executive Severance Plan participant’s employment as a result of the participant’s resignation within 120 days after the occurrence of one or more of the following without the participant’s consent: (i) a reduction of more than 10% in participant’s base salary as an employee of the company, except to the extent we implement an equal percentage reduction applicable to all executive officers and management personnel; (ii) a material reduction in the participant’s duties, responsibilities or authority at the company; provided that this clause (ii) will only apply in the case of a termination during a change in control period; (iii) a change in the geographic location at which the participant must perform services which results in an increase in the one-way commute of the participant by more than 50 miles, provided that our requirement that participant work remotely or return to work at participant’s designated company office following a current or future remote work period required by the company in its sole discretion will not constitute the foregoing change in geographic location; or (iv) a successor of ours does not assume the Executive Severance Plan. A resignation for good reason will not be deemed to have occurred unless the participant gives us written notice of the condition within 90 days after the condition comes into existence and we fail to remedy the condition within 30 days after receiving the participant’s written notice. All such severance payments and benefits are subject to each NEO’s execution of a general release of claims against us. The terms of the Executive Severance Plan supersede all prior agreements with our NEOs, including their respective individual offer letters and employment agreements, with respect to any severance payments and equity acceleration to which any such NEOs may be entitled upon a termination of service or change in control of the company.

  93. Potential Payments upon Termination or Change in Control

    The Executive Severance Plan includes a 280G “best-net” cutback, which would cause an automatic reduction in any payments or benefits that the NEO would receive that constitute parachute payments within the meaning of Code Section 280G, in the event such reduction would result in the NEO receiving greater payments and benefits on an after-tax basis. The table below sets forth the amount of compensation payable under the Executive Severance Plan to each NEO upon (i) a termination without cause or for good reason within the 12-month period following a change in control and (ii) a termination without cause or for good reason outside such 12-month change in control period. The amounts shown in the table below assume that such termination of employment and/or change of control was effective as of November 30, 2024, and thus are estimates of the amounts that would actually be paid out to the NEOs in such circumstances.

  94. Potential Payments upon Termination or Change in Control

    | | Termination of Employment No Change-of-Control | | | | Termination of Employment Change-of-Control(4) | | | | | Named Executive Officer | Severance Payment ($)(1) | Medical Benefits Continuation ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | Severance Payment ($)(1) | Medical Benefits Continuation ($)(2) | Accelerated Vesting of Equity Awards ($)(2) | Total ($) | | Arthur T. Sands | 615,000 | 32,028 | — | 647,028 | 1,599,000 | 64,055 | 11,053,104 | 12,716,159 | | Hans van Houte | 375,000 | 23,012 | — | 398,012 | 700,000 | 30,683 | 3,606,639 | 4,337,323 | | Gwenn M. Hansen | 384,000 | 14,377 | — | 398,377 | 716,800 | 19,169 | 3,556,610 | 4,292,580 | | Christine Ring | 375,000 | 24,021 | — | 399,021 | 700,000 | 32,028 | 3,347,790 | 4,079,817 |

  95. Potential Payments upon Termination or Change in Control

    | (1) The severance amount related to base salary was determined based on the base salaries in effect on November 30, 2024, and the severance amount related to target annual bonus was determined based on the target bonuses as on November 30, 2024. |

  96. Potential Payments upon Termination or Change in Control

    | (2) The amounts in this column are calculated based on the group healthcare premiums for each NEO in effect on November 30, 2024. |

  97. Potential Payments upon Termination or Change in Control

    | (3) With respect to outstanding stock option awards, this value is based on the difference between the closing price for our common stock on November 29, 2024, the last trading day of the fiscal year, and the exercise price of the accelerated stock option awards for stock option awards. Any stock options awards for which the exercise price is greater than the closing price of our common stock on November 29, 2024, are not included in the table above. With respect to restricted stock unit awards, the value is based on the fair market value of the shares that could be acquired based on the closing price for our common stock on November 29, 2024, the last trading day of the fiscal year. |

  98. Potential Payments upon Termination or Change in Control

    | (4) This scenario assumes acceleration of unvested stock option and restricted stock unit awards outstanding as of November 30, 2024, pursuant to our Executive Severance and Change in Control Plan. |

  99. Pay versus Performance

    Pay versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we have provided the following disclosure regarding executive compensation for our principal executive officer, who is our CEO, and Non-CEO NEOs and Company performance for the fiscal years listed below. We did not use any financial performance measures to link Compensation Actually Paid to our performance in 2024. Therefore, this disclosure presents neither a Tabular List of most important financial performance measures nor a Company-Selected Measure. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  100. Pay versus Performance

    | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2024 | 5,812,862 | 23,306,422 | 2,022,275 | 6,666,424 | 76.72 | 99.40 | (194) | | 2023 | 4,363,120 | (913,889) | 1,622,372 | 125,731 | 21.58 | 82.24 | (144) | | 2022 | 9,416,222 | (5,024,024) | 4,066,182 | 916,179 | 42.99 | 91.46 | (180) |

  101. Pay versus Performance

    | (1) Arthur T. Sands was our CEO for each year presented. The individuals comprising the Non-CEO NEOs for each year presented are listed below. |

  102. Pay versus Performance

    | 2022 | 2023 | 2024 | | Hans van Houte | Hans van Houte | Hans van Houte | | Gwenn M. Hansen | Gwenn M. Hansen | Gwenn M. Hansen | | | | Christine Ring |

  103. Pay versus Performance

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  104. Pay versus Performance

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  105. Pay versus Performance

    | Year | Summary Compensation Table Total for CEO ($) | Exclusion of Stock Awards and Option Awards for CEO ($) | Inclusion of Equity Values for CEO ($) | Compensation Actually Paid to CEO ($) | | 2024 | 5,812,862 | (4,751,716) | 22,245,276 | 23,306,422 |

  106. Pay versus Performance

    | Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non- CEO NEOs ($) | Average Inclusion of Equity Values for Non- CEO NEOs ($) | Average Compensation Actually Paid to Non- CEO NEOs ($) | | 2024 | 2,022,275 | (1,283,347) | 5,927,496 | 6,666,424 |

  107. Pay versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  108. Pay versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for CEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for CEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for CEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for CEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for CEO ($) | Total - Inclusion of Equity Values for CEO ($) | | 2024 | 10,466,107 | 5,187,969 | 3,129,304 | 3,461,896 | 0 | 22,245,276 |

  109. Pay versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-CEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-CEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-CEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-CEO NEOs ($) | | 2024 | 2,791,520 | 1,519,199 | 754,897 | 861,880 | 0 | 5,927,496 |

  110. Pay versus Performance

    | (4) The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended November 30, 2024. The comparison assumes $100 was invested for the period starting November 30, 2021, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  111. Pay versus Performance

    Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (TSR) The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the cumulative TSR over the three most recently completed fiscal years for the Company and the NASDAQ Biotechnology Index TSR. Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our net income during the three most recently completed fiscal years.