DEF 14A of Aurinia Pharmaceuticals Inc., Apr 17, 2025

DEF 14A of Aurinia Pharmaceuticals Inc.

Filed Apr 17, 2025 · FY20240001600620-25-000032

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Each individual listed below has been nominated for election to the Board, of which 4 of the nominees are incumbent directors and 2 are new director nominees. Director nominees elected at the Meeting will hold office until the 2026 annual general meeting of shareholders or until their qualified successor has been duly elected or appointed, unless their office is vacated earlier in accordance with the by-laws of the Company or the ABCA. The Company is not aware whether any of the nominees will be unable or unwilling to serve. However, should the Company become aware of such an occurrence prior to the Meeting, the proxy holder may use the discretionary power granted under such proxy to vote for any substitute nominee(s) whom the Company may select. Directors are elected by a plurality of the “FOR” votes cast. Accordingly, the 6 nominees receiving the highest number of affirmative votes will be elected. If you select “WITHHOLD” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee; however, under the Company’s Majority Voting Policy, each director nominee must receive more “FOR” votes than “WITHHOLD” votes. The Company’s Majority Voting Policy applies only in the event of an uncontested election, whereby the number of director nominees for election is the same as the number of directors to be elected to the Board. Under the Majority Voting Policy, if a director receives more “WITHHOLD” votes than “FOR” votes, such director is required to tender their resignation. Within 90 days of the Board receiving the results of the vote, the Board must announce its determination whether to accept such resignation by either filing a Current Report on Form 8-K or issuing a press release. In considering whether to accept the resignation, the Board will consider all factors deemed relevant by members of the Board. A director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board or any committee at which the resignation is considered. The director nominees have agreed to comply with the Company’s Majority Voting Policy and any future nominees will be asked to agree to comply with such policy.

  2. ELECTION OF DIRECTORS

    | Name, Province, State and Country of Residence | Date First Elected / Appointed | Age | Present Principal Occupation | Position Held with the Company | | Kevin Tang California United States | September 12, 2024 | 58 | President of Tang Capital Management, LLC | Chair of the Board | | Jeffrey A. Bailey New Hampshire United States | August 18, 2023 | 63 | Corporate Director | Director | | Kathy Goetz Iowa United States | New Director Nominee | 58 | Corporate Director | New Director Nominee | | Peter Greenleaf Maryland United States | April 29, 2019 | 55 | President and Chief Executive Officer (“CEO”) of the Company | Director, President and Chief Executive Officer | | Craig Johnson California United States | November 7, 2024 | 63 | Corporate Director | Director | | Tina S. Nova California United States | New Director Nominee | 71 | Corporate Director | New Director Nominee |

  3. Kevin Tang, Director, Chair of the Board and Chair of the Governance Committee

    Kevin Tang, Director, Chair of the Board and Chair of the Governance Committee Kevin Tang is the President of Tang Capital Management, LLC, a life sciences-focused investment company he founded in 2002. From 2014 through its acquisition by Innoviva, Inc. in 2022, he was Chairman of La Jolla Pharmaceutical Company. In 2013, Mr. Tang founded Odonate Therapeutics, Inc. and served as its Chairman and Chief Executive Officer through 2022. He co-founded Heron Therapeutics, Inc. in 2009 and served as Director from 2009 to 2012 and Chairman from 2012 to 2020. From 2009 through its acquisition by Endo Pharmaceuticals, Inc. in 2010, Mr. Tang was a director of Penwest Pharmaceuticals Co. In 2006, he co-founded Ardea Biosciences, Inc. and served as a director through its acquisition by AstraZeneca PLC in 2012. From 2001 to 2008, Mr. Tang served as a director of Trimeris, Inc. From 1993 to 2001, he was a research analyst at Deutsche Banc Alex Brown, Inc., an investment banking firm, and most recently was a Managing Director and head of the firm’s Life Sciences research group. Mr. Tang received a B.S. degree from Duke University. Our Board has concluded that Mr. Tang should serve as a director based on his experience forming and building biotechnology companies, serving as a director of biotechnology companies and serving as a manager of funds specializing in the area of life sciences.

  4. Jeffrey A. Bailey, Director, Chair of the Compensation Committee

    Jeffrey A. Bailey, Director, Chair of the Compensation Committee Jeffrey A. Bailey has served on the board of Aberdeen Investments since 2023. From 2020 through its acquisition by Aberdeen Investments in 2023, he was Chairman of Tekla Capital Management LLC. Mr. Bailey also served as the Chairman of Aileron Therapeutics Inc. from 2017 to 2023 until the merger with Lung Therapeutics, Inc. He has held multiple President, Chief Executive Officer, and leadership roles at biotech and pharmaceutical companies where he oversaw improvements in strategic operations and led the organizations through successful acquisitions, including BioDelivery Sciences International, Inc. from 2020 to 2022, Illuminoss Medical, Inc. from 2018 to 2020, Neurovance, Inc. from 2015 to 2017, Lantheus Medical Imaging from 2013 to 2015, including its IPO as CEO, and Fougera Pharmaceuticals Inc. from 2011 to 2012. From 2010 to 2011, Mr. Bailey served as Chief Commercial Officer at King Pharmaceuticals, Inc., where he led more than 750 employees delivering more than $1.5 billion in annual sales. From 2008 to 2010, he was President and General Manager at Novartis, where he led a 1,000-member primary care and specialty pharma team delivering more than $825 million in annual sales. Mr. Bailey began his career in 1984 at the Johnson & Johnson Family of Companies where he earned successive leadership roles over the course of 20 years. He holds a degree in Business Administration from Rutgers University. Our Board has concluded that Mr. Bailey should serve as a director based on his background and corporate pharmaceutical experience.

  5. Kathy Goetz, New Director Nominee

    Kathy Goetz, New Director Nominee Kathy Goetz has more than 30 years of pharmaceutical and biotech experience. She is an accomplished commercial executive and board member with a strong command of the healthcare landscape and a record of commercial success. Ms. Goetz has demonstrated consistent results driving revenue and growth across diverse therapeutic areas and product lifecycle stages. Ms. Goetz currently serves as a director at four funds managed by Aberdeen Investments, a registered investment adviser, supporting the fund’s family of four healthcare funds with $3 billion in investments predominantly in securities of public and private healthcare companies. Ms. Goetz brings expertise in commercial strategy, business and product development, operational effectiveness, finance, corporate governance, and market access. Most notably, she spent over 25 years with Novartis Pharmaceuticals, where she gained a breadth of experience and success throughout a diversity of advancing roles across the organization. Ms. Goetz served as VP and Head of Sales, where she led the U.S. Neuroscience Franchise commercial sales organization to deliver sales results while increasing productivity, efficiency, and growth across a $2.0 billion specialty portfolio. As Executive Director and Head of US Strategic Accounts, she led a cross-functional team to deliver $1.2 billion in strategic account sales and business impact within Multiple Sclerosis Centers of Excellence. Throughout her tenure at Novartis Ms. Goetz successfully held various roles, including strategic and market planning, marketing, sales, and leadership. She has received numerous industry leadership awards, including the Healthcare Businesswomen’s Association Rising Star Award. Ms. Goetz graduated from Iowa State University with a degree in Business Administration and Finance. Our Board has concluded that Ms. Goetz should serve as a director based on background and commercial expertise in the rheumatology and nephrology areas.

  6. Tina S. Nova, New Director Nominee

    Tina S. Nova, New Director Nominee Tina S. Nova, Ph.D. is a dynamic life sciences executive renowned for her innovation and visionary leadership in the field of biosciences and molecular diagnostics. With a career spanning nearly four decades, Dr. Nova has led three companies from inception through the IPO process followed by two successful major acquisitions. She has deep experience in product development, laboratory operations, R&D, product commercialization, sales, marketing, managed care, and human resources. As former President and Chief Executive Officer of Decipher Biosciences, Inc. from 2018 to 2021, Dr. Nova helped spearhead transformative advancements in urologic cancer diagnostics, culminating in the company's acquisition by Veracyte, Inc. for $600 million in 2021. She also served as President of Veracyte from 2021 to 2023. Dr. Nova was President and Chief Executive Officer of Molecular Stethoscope, Inc. from 2015 to 2018, and was Executive Vice-President and General Manager of Illumina, Inc. from 2014 to 2015. She served as President and Chief Executive Officer of Genoptix, Inc. from 2000 to 2014, leading their IPO in 2008 and acquisition by Novartis for $330 million in 2011. From 1984 to 2000, Dr. Nova served in various roles at Hybritech Incorporated, Selective Genetics, Inc. and Nanogen, Inc. She has been a director of several public and private companies throughout her career, including serving as board chairman and executive chairman. Dr. Nova has been a contributing member and has chaired several life science board committees, including Compensation, ESG, Nominating and Governance, Human Resources, and Audit and Finance. She has received several leadership awards, including the WEDO Women Entrepreneur’s Pioneer Award, the EY Entrepreneur of the Year in Life Sciences award, and the Lifetime Achievement Award from Athena Health. Dr. Nova has published numerous research articles and holds several patents. She earned her B.S. in Biological Sciences from the University of California, Irvine, and her Ph.D. in Biochemistry from the University of California, Riverside. Dr. Nova conducted her Post-Doctoral Research at New York University Medical Center. Our Board has concluded that Dr. Nova should serve as a director based on her background and financial experience.

  7. INFORMATION REGARDING THE BOARD OF DIRECTORS

    INFORMATION REGARDING THE BOARD OF DIRECTORS

  8. Our Track Record of Responsiveness to Shareholder Feedback

    | Shareholder Feedback "What We Heard" | Actions Taken "What We Did" | Impact of Action "Why It's Important" | | Align executive compensation with Company performance and shareholder interests; cease issuing time-vested restricted stock units | We redesigned our employee equity incentive program. For 2025, all equity grants for all employees are either performance awards or stock options, both of which only have value if the price of Aurinia’s common shares appreciates. For 2025, time-vested only restricted stock units are no longer being granted. | •All Aurinia employees at all levels of the Company are incentivized to use resources, make decisions, and ensure interests and behaviors are aligned with shareholder interests to produce the strongest possible Company performance. | | Reduce Board size and improve Board governance | Aurinia has reduced the proposed size of the Board to 6 members from 9 at last year’s annual meeting. The Board appointed a new Chair of the Board, and new Chairs of the Audit, Governance and Compensation committees. | •We believe that these changes are consistent with our recent streamlining of the organization, will facilitate more efficient decision making and improve overall governance. | | Change composition of Board to better represent shareholder interests | Four of the 6 Board nominees are new to the Company in the past year: (i) Kevin Tang, Chair of the Board; (ii) Craig Johnson, Director; (iii) Kathy L. Goetz, New Director Nominee; and (iv) Dr. Tina S. Nova, Ph.D., New Director Nominee. Refer to section titled “Proposal 1: Election of Directors” for biographies. | •Aurinia has continued to evolve the Board in response to shareholder feedback and to ensure that we have effective and qualified leadership in place to direct the Company into the future. We welcome the fresh perspectives from the new Board members on opportunities to maximize shareholder value. | | Grow LUPKYNIS sales | Our streamlined organization enabled us to lean further into growing sales of LUPKYNIS, our flagship product, and the first FDA-approved oral therapy for the treatment of adult patients with active lupus nephritis. | •For the three months ended December 31, 2024, net product sales of LUPKYNIS were $57.6 million, up 36% from $42.3 million in the same period of 2023. •For the twelve months ended December 31, 2024, net product sales were $216.2 million, up 36% from $158.5 million in 2023. |

  9. Executive Summary

    Executive Summary The important features of our executive compensation program include the following: •A substantial portion of executive pay is tied to performance. We structure a significant portion of our NEOs’ compensation to be variable, at risk and tied directly to our measurable performance. For example, for our CEO, 86% of pay is tied to equity grants and bonus, both in the discretion of the Board. •Our executive bonuses are dependent on the Company's and the executive's performance in achieving annually determined goals and objectives. Our annual performance-based bonus opportunities for all of our non-CEO NEOs are determined by the Compensation Committee in its sole discretion based upon the Company’s and the NEO’s achievement of goals and objectives determined on an annual basis by our Board on the recommendation of the Compensation Committee. The CEO does not have any individual goals, as the CEO’s goals are solely based on the overall corporate goals, which are determined by the Board on recommendation from the Compensation Committee. For the other NEOs, the weighting for corporate and individual goals are 80% and 20%, respectively. •We emphasize long-term equity incentives. Equity awards such as RSUs and performance awards are an integral part of our executive compensation program and comprise the most significant “at-risk” portion of our NEOs compensation package. These awards strongly align our NEOs’ interests with those of the Company by providing a financial incentive to maximize long-term shareholder value and by encouraging our NEOs to remain in our long-term employment. Specifically, for 2025, annual equity grants were in the form of stock options and performance awards. These performance awards vest in four tranches upon the Company’s common shares achieving four progressively higher target prices and each tranche is further subject to a one year retention period. Beginning with fiscal 2025, RSUs subject only to time-based vesting conditions are no longer being granted. •Our Compensation Committee is advised by an independent third-party compensation consultant and retained by the Compensation Committee. The compensation consultant advises the Compensation Committee on market practices, including identifying a peer group of companies and their compensation practices so that our Compensation Committee can regularly assess the Company’s individual and total compensation programs against these peer companies, the general marketplace and other industry data points, as appropriate.

  10. Objectives, Philosophy and Elements of Executive Compensation

    Objectives, Philosophy and Elements of Executive Compensation The Company’s executive compensation program and strategy is designed to: •support the attraction, retention and engagement of global talent and talent mobility while recognizing differences across labor markets, where appropriate; •engage our talent to achieve critical business and financial objectives that are set by management and the Board, through strategically-aligned annual and long-term incentive programs, as appropriate; •provide target total direct compensation opportunities that are aligned with the competitive market and provide both upside and downside earning potential based on company and individual performance; and •maintain a disciplined use of equity while appropriately recognizing performance, ensuring alignment with the competitive labor market and long-term shareholder interests. To further these objectives, the Compensation Committee oversees the design of the compensation program that appropriately aligns pay and performance outcomes that are reflective of competitive market practice relative to other pharmaceutical companies of similar size and commercial stage. It also aligns the annual cash incentive program to the achievement of objectives that will drive future success and enhance the value of the Company by linking a significant portion of the bonus program to overall corporate performance. The Compensation Committee assesses the performance of the CEO in accordance with these objectives and makes compensation recommendations to the Board for approval. Annually, specific and measurable performance objectives are defined for each executive officer that are aligned with the corporate objectives. For 2024, the overall corporate level objectives included financial and shareholder value targets, commercialization of LUPKYNIS, and AUR200 and LUPKYNIS portfolio progression. The Company’s compensation program and strategy for its executive officers consists primarily of three main elements: (i) base salary; (ii) an annual performance incentive; and (iii) long-term incentive equity grants.

  11. Objectives, Philosophy and Elements of Executive Compensation

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides fixed compensation that reflects the executive’s experience and responsibilities, and is reasonably aligned with the salaries of executives with similar responsibilities and experience at peer companies. | •Reviewed annually •Determined based on individual and corporate performance and informed by market data from peer companies provided by our independent compensation consultant. | | Annual Performance Incentive (at-risk cash) | Designed to provide annual performance-based cash compensation based on achievement. Motivates executive officers to work toward the achievement of the individual and corporate goals. Underscores pay-for-performance philosophy. | •Reviewed annually •Target bonus amounts are determined based on a combination of internal equity and external market competitiveness. •Bonus payouts are dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan and individual performance objectives and approved by the Compensation Committee. | | Long-Term Incentive Equity Grants (at-risk equity) | Designed to align the long-term interests of the executive officers and key employees with those of shareholders to reward the achievement of the long-term objectives of the Company. Underscores pay-for-performance philosophy. Supports the attraction of highly qualified executives and encourages their continued employment over the long-term. | •Reviewed annually •Equity awards approved by the Compensation Committee (other than to the CEO, which are awarded by the Board, on recommendation from the Compensation Committee). •Individual awards are determined based on a number of factors, to include external market competitiveness, individual and/or company performance, requirements, internal equity and/or other inputs. •For 2025, all equity grants for all employees are either performance awards or stock options, both of which only have value if the price of Aurinia’s common shares appreciates. •For 2025, time-vested restricted stock units are no longer being granted. |

  12. Objectives, Philosophy and Elements of Executive Compensation

    We provide market-aligned compensation packages to our executive officers which provide competitive base compensation and significant short- and long-term incentives for the achievement of individual and corporate. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize alignment between management and the best interests of the Company.

  13. How We Determine Executive Compensation

    How We Determine Executive Compensation Role of our Compensation Committee, Management and the Board The Compensation Committee is appointed by the Board and has responsibilities related to the compensation of the Company’s directors, officers and employees and the development and administration of the Company’s compensation plans. For details on the Compensation Committee’s oversight of the executive compensation program, see the section titled “Compensation Committee” of this Proxy Statement/Circular. Our Compensation Committee consists solely of independent members of the Board. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, annual performance incentive and long-term incentive equity grants) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation nor does it maintain a formal policy regarding the timing of equity awards to our executive officers. Role of Executive Officers in Compensation Decisions The Compensation Committee assesses the performance of the Company's CEO and makes recommendations to the Board, and the Board approves all decisions regarding the CEO's compensation. The Compensation Committee consults with the CEO regarding the performance, assessment and compensation of all the other executive officers to determine the compensation of such executives. From time to time, various other members of management and employees, as well as outside advisors or consultants may be invited by the Compensation Committee to advise, participate, to make presentations, provide financial or other background information in the Compensation Committee meetings. Although the Compensation Committee generally considers recommendations from the CEO, decisions regarding the compensation of the Company’s executive officers are made by the Compensation Committee and may reflect factors and considerations other than the information and recommendations provided by the CEO. Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained WTW as its compensation consultant. A representative of WTW generally attends meetings of the Compensation Committee. In addition, WTW supports the selection of companies included in our compensation peer group, provides competitive market assessments of the compensation of our executive officers and non-employee director compensation programs, reviews the CD&A section of our proxy statements, and provides support on other matters as requested by the Compensation Committee. The Compensation Committee has analyzed whether the work of WTW as compensation consultant raises any conflict of interest in accordance with SEC guidelines. Based on its analysis, our Compensation Committee determined that the work of WTW and the individual compensation advisors employed by WTW do not create any conflict of interest pursuant to the SEC rules and Nasdaq listing standards. Factors Used in Determining Executive Compensation Our Compensation Committee sets the compensation of our executive officers at levels they determine to be competitive and appropriate for each NEO. This is determined based on the professional experience and judgment of the Compensation Committee, which uses guidance and market data provided by WTW. Pay decisions are not made by use of a formulaic approach; the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the following factors. •Company performance as enumerated in our corporate scorecard, which for 2024 prioritized continued growth of LUPKYNIS sales, restructuring to accelerate profitability, and the effective development of new drug candidates; •Each NEO’s individual performance, scope of job function and the critical skill set of the NEO to the Company’s future performance; •The need to attract new talent to our executive team and retain existing talent in a highly competitive industry; •A range of market data reference points such as compensation competitiveness with peer companies (measured by market capitalization within the sector); and •Recommendations from consultants on compensation policy determinations for the executive officer group. Setting Executive Compensation Performance goals for each executive officer are determined early in the year and relate to milestones and/or achievements, which aim to facilitate the Company’s overall goals and objectives. These performance goals are assessed by the Compensation Committee. The Board makes the final determination in respect of setting the Company’s goals each year, based on the recommendation of the Compensation Committee. These objectives can be altered at the discretion of the Board if appropriate due to changes in business factors or conditions. Following the end of the year, the Compensation Committee assesses the achievement of such objectives with input from the CEO and based on such assessment, determines a corporate score based on actual performance and an aggregate cash incentive bonus for each executive officer. The Compensation Committee approves the cash incentive bonus for the Company’s executive officers (other than the CEO), and recommends the cash incentive bonus for the CEO to the Board for approval. The Board has final approval authority for the cash incentive bonus for the CEO. Equity-based awards are determined annually by the Compensation Committee and Board based on the consideration of a variety of factors and are not subject to any minimum amount. As part of its review of management compensation and incentive programs, the Compensation Committee retains external independent consultants to review and provide benchmark data of a comparable group of companies. The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. During 2024, the Compensation Committee engaged WTW to assist in updating the benchmarking data and provide advice on the total direct compensation (base salary, annual performance incentive and long-term incentive equity grants) for the Company's executive officers, including NEOs, for the 2024 fiscal year. The Compensation Committee must pre-approve any additional services that WTW would provide to the Company at the request of management. As part of its 2024 benchmarking and review process, WTW (in consultation with the Compensation Committee) developed a group of 22 Canadian and U.S.-listed companies (the “2024 Peer Group”). The 2024 Peer Group includes several entities from the peer group selected for the 2023 compensation review but has removed and added various entities that are more comparable to the Company's size and status of operations. Selection for the 2024 Peer Group included the following: •Industry classification: Pharmaceuticals/Biotechnology. •Financial criteria: Consisted of revenue, spot and trailing 12-month market capitalization, employee headcount, and R&D expenses; in evaluating alignment with these criteria, a range of approximately 50% to 300% of Aurinia’s total revenue was considered.

  14. How We Determine Executive Compensation

    •Business focus/relevance: Considered criteria that include scope of operations/life cycle, pipeline profile and therapeutics focus. The Company was generally aligned with the 50th percentile of the approved peer group on revenue, market capitalization (spot and trailing 12-month) and employee headcount. The equity data used by WTW was obtained from public proxy filings and Radford’s 2023 Global Life Sciences survey (mid-size public company data used for equity benchmarking). The 2024 Peer Group consisted of the following 22 public companies:

  15. 2024 Executive Compensation Program

    2024 Executive Compensation Program Base Salary The base salaries of our executive officers are reviewed at least annually by our Compensation Committee and adjustments are made to reflect individual and corporate performance, as well as competitive market practices. Our Compensation Committee also considers additional performance criteria, such as an executive officer’s ability to lead, organize and motivate others, develop the skills necessary to mature with us, set realistic goals to be achieved in his or her respective area, and recognize and pursue new business opportunities that enhance our growth and success. Any annual adjustment is also reflective of market practices from peer companies as advised by WTW. Annual adjustments to base salaries are effective as of January 1 of each year, with mid-year adjustments to base salaries limited to special circumstances, such as promotions or increased responsibilities, or to align certain base salaries with those of individuals in comparable positions at the companies in our compensation peer group. The 2023 and 2024 base salaries for our NEOs are as follows:

  16. 2024 Executive Compensation Program

    | | 2024 Target Annual Cash Incentive | | 2024 Actual Annual Cash Incentive Paid | | | Named Executive Officers | % of Base Salary | $ | % of Target Annual Cash Incentive | $ | | Peter Greenleaf | 70% | $576,014 | 125% | $720,017 | | Joe Miller | 50% | $250,351 | 125% | $312,938 | | Max Donley | 50% | $269,661 | 125% | $337,076 | | Scott Habig (1) | 50% | $241,605 | 100% | $241,605 | | Greg Keenan | 45% | $222,834 | 125% | $278,543 | | Stephen Robertson (2) | 50% | $235,851 | 125% | $294,814 |

  17. 2024 Executive Compensation Program

    (1)Scott Habig ceased to be an executive officer on November 7, 2024 and his employment was terminated without cause on March 3, 2025. (2)Stephen Robertson's cash incentive paid was translated from CAD to USD using the annual average foreign exchange rate from the Bank of Canada. Long-term Incentive Equity Grants In 2024, the Compensation Committee approved long-term incentive grants to our NEOs in the form of RSUs (representing the right to receive one common share) and performance awards with performance metrics required to be met in order to receive the shares subject to the performance awards.

  18. 2024 Executive Compensation Program

    | Named Executive Officers | RSUs (# shares)(1) | Performance Awards (# shares)(2) | | Peter Greenleaf | 661,538 | 165,384 | | Joe Miller | 196,153 | 49,038 | | Max Donley | 216,666 | 54,166 | | Scott Habig (3) | 195,512 | 48,878 | | Greg Keenan | 68,242 | — | | Stephen Robertson | 194,230 | 48,558 |

  19. 2024 Executive Compensation Program

    (1)RSUs vest in three equal annual installments on the first, second and third anniversary of the grant date. (2)performance awards vest in two equal installments on December 31, 2025 and December 31, 2026 at an amount based on achievement of pre-established performance metrics based on revenue targets. If the performance metrics were exceeded, each NEO could earn up to 150% of their initial grant. The numbers in the above table represent 75% of grant based on year-end achievement of metrics. (3)Scott Habig ceased to be an executive officer on November 7, 2024 and his employment terminated without cause on March 3, 2025. The long-term incentive equity grants to our NEOs are evaluated and approved by the Compensation Committee annually in the context of each NEO’s total compensation. The Compensation Committee takes into account the market data provided by WTW and the responsibilities and performance of individual NEOs. The Compensation Committee also considers the recommendations of the CEO with respect to grants and any particular individual circumstances. 2025 Long-term Incentive Equity Grants For 2025, we have redesigned our employee equity incentive program to strengthen its alignment with shareholder interests. Specifically, the 2025 annual equity grant for all employees was comprised of (i) 50% performance awards that vest in four tranches upon the Company’s common shares achieving four progressively higher target prices, with respective one year retention periods per tranche achievement and (ii) 50% stock options, both of which only have value if the price of Aurinia’s common shares appreciates.

  20. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program Agreements with Our Named Executive Officers We have entered into written employment agreements with each of our NEOs, other than Dr. Keenan. Each of these employment agreements sets forth the initial compensation arrangements for the NEO, including an initial base salary, an annual cash bonus opportunity, and an equity award recommendation. These agreements and the proprietary information and invention assignment agreements each NEO executes upon commencing employment at the Company also set forth the rights and responsibilities of each party and include, among other rights and responsibilities, the prohibition on the executive officer from engaging directly or indirectly in competition with us, soliciting any of our employees, or disclosing our confidential information. Below are descriptions of our employment agreements or similar arrangements with our NEOs including a discussion of the severance payments and other benefits to be provided in connection with an involuntary termination of employment and a change in control of the Company.

  21. Peter Greenleaf, President and CEO

    Peter Greenleaf, President and CEO On April 11, 2019, Peter Greenleaf entered into an employment agreement with the Company for the position of President and CEO commencing on April 29, 2019. The agreement provides that he will devote his sole skill and efforts to discharging his duties to the Company on a full-time and exclusive basis and that he will serve as a member of the Board. He is eligible to receive a cash performance bonus with a target payment of 70% of his base salary if the Board, on the recommendation of the Compensation Committee, in its sole discretion, determines that the Company’s performance had met certain short-term and long-term business performance objectives established from time to time by the Board, on the recommendation of the Compensation Committee, subject to any rules the Company may develop regarding the bonus scheme. In addition, he is entitled to participate in the Company’s benefits programs and paid vacation of 30 business days per year. Peter Greenleaf's base salary is reviewed annually by the Board, on the recommendation of the Compensation Committee. He agreed to non-competition, non-solicitation, non-disclosure and assignment of intellectual property provisions in favor of the Company. Pursuant to Peter Greenleaf’s employment agreement, as modified by resolution of the Board, termination and change of control benefits are as follows: 1.In the event that Peter Greenleaf’s employment is terminated by the Company without cause, he is entitled to receive continuing payments of severance pay for a period of 18 months equal to his then current base salary and a lump sum payment of a full or partial performance bonus as determined in the sole discretion of the Board. In addition, to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement for the duration of the severance period. Any options forming part of the initial option grant that are unvested as of the termination date, but would have vested during the severance period, would immediately vest upon termination. 2.In the event that Peter Greenleaf’s employment is terminated by the Company without cause or by the executive for “good reason” within 12 months following a change in control of the Company, he is entitled to receive a lump sum payment equal to 24 months of his then current base salary, and if awarded and payable, the target bonus for the year of termination. In addition, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement during the 12-month period following the termination date. All of his unexercised stock awards will immediately vest upon the termination of his employment and shall be fully exercisable in accordance with the terms and conditions under which the stock awards were granted, subject to the prior expiry of his stock options in accordance with their terms.

  22. Joe Miller, Chief Financial Officer

    Joe Miller, Chief Financial Officer On April 8, 2020, Joe Miller entered into an employment agreement with the Company for the position of Chief Financial Officer. The agreement provides that he will devote his sole skill and efforts to discharging his duties to the Company on a full-time and exclusive basis. In addition to his base salary, which is reviewed annually by the Compensation Committee in conjunction with the CEO, he is eligible to receive a cash bonus with a target payment of 50% of his base salary if the Board, on recommendation of the Compensation Committee, in their sole discretion, determines that the Company’s performance has met certain short-term and long-term business performance objectives established from time to time by the Board, subject to any rules the Company may develop regarding the bonus scheme. In addition, he is entitled to participate in the Company’s benefits programs and paid vacation of 20 business days per year. He agreed to non-competition, non-solicitation, non-disclosure and assignment of intellectual property provisions in favor of the Company. Pursuant to Joe Miller’s employment agreement, as modified by resolution of the Compensation Committee, termination and change of control benefits are as follows: 1.In the event that Joe Miller’s employment is terminated by the Company without cause, he is entitled to receive continuing payments of severance pay for a period of 12 months, equal to his then current base salary and a lump sum payment of a full or partial performance bonus as determined in the sole discretion of the Board. In addition, to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement for the duration of the severance period. Any options forming part of the initial option grant that are unvested as of the termination date, but would have vested during the severance period, would immediately vest upon termination. 2.In the event that Joe Miller’s employment is terminated by the Company without cause or by the executive for “good reason” within 12 months following a change in control of the Company, he is entitled to receive a lump sum payment equal to 18 months of his then current base salary, and if awarded and payable, the target bonus for the year of termination. In addition, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement during the 12-month period following the termination date. All stock options and equity-based awards granted and outstanding at the time of termination, which have not yet vested, will immediately vest upon the termination of his employment and shall be fully exercisable in accordance with the terms and conditions under which the stock options were granted, subject to the prior expiry of his stock options in accordance with their terms.

  23. Matthew (“Max”) Donley, Chief Operating Officer

    Matthew (“Max”) Donley, Chief Operating Officer On July 15, 2019, Max Donley entered into an employment agreement with the Company for the position of Executive Vice President, Operations and Strategy. Mr. Donley's became our Chief Operating Officer in November 2024. The agreement provides that he will devote his sole skill and efforts to discharging his duties to the Company on a full-time and exclusive basis. In addition to his base salary, which is reviewed annually by the Compensation Committee in conjunction with the CEO, he is eligible to receive a cash bonus with a target payment of 50% of his base salary if the Board, on recommendation of the Compensation Committee in their sole discretion, determines that the Company’s performance has met certain short-term and long-term business performance objectives established from time to time by the Board and CEO, subject to any rules the Company may develop regarding the bonus scheme. In addition, he is entitled to participate in the Company’s benefits programs and paid vacation of 20 business days per year. He agreed to non-competition, non-solicitation, non-disclosure and assignment of intellectual property provisions in favor of the Company. Pursuant to Max Donley’s employment agreement, as modified by resolution of the Compensation Committee, termination and change of control benefits are as follows: 1.In the event that Max Donley’s employment is terminated by the Company without cause, he is entitled to receive continuing payments of severance pay for a period of 12 months, equal to his then current base salary and a lump sum payment of a full or partial performance bonus as determined in the sole discretion of the Board. In addition, to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement for the duration of the severance period. Any options forming part of the initial option grant that are unvested as of the termination date, but would have vested during the severance period, would immediately vest upon termination. 2.In the event that Max Donley’s employment is terminated by the Company without cause or by the executive for “good reason” within 12 months following a change in control of the Company, he is entitled to receive a lump sum payment equal to 18 months of his then current base salary, and if awarded and payable, the target bonus for the year of termination. In addition, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement during the 12-month period following the termination date. All stock awards outstanding at the time of termination, which stock awards have not yet vested, will immediately vest upon the termination of his employment and shall be fully exercisable in accordance with the terms and conditions under which the stock awards were granted, subject to the prior expiry of his stock options in accordance with their terms.

  24. Stephen Robertson, Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

    Stephen Robertson, Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer On September 29, 2020, Stephen Robertson entered into an employment agreement with the Company for the position of Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer. The agreement provides that he will devote his sole skill and efforts to discharging his duties to the Company on a full-time and exclusive basis. In addition to his base salary, which is reviewed annually by the Compensation Committee in conjunction with the CEO, he is eligible to receive a cash bonus with a target payment of 50% of his base salary if the Board, on recommendation of the Compensation Committee, in their sole discretion, determines that the Company’s performance has met certain short-term and long-term business performance objectives established from time to time by the Board, subject to any rules the Company may develop regarding the bonus scheme. In addition, he is entitled to participate in the Company’s benefits programs and paid vacation of 20 business days per year. He agreed to non-competition, non-solicitation, non-disclosure and assignment of intellectual property provisions in favor of the Company. Pursuant to Stephen Robertson’s employment agreement, termination and change of control benefits are as follows: 1.In the event that Stephen Robertson’s employment is terminated by the Company without cause, he is entitled to receive continuing payments of severance pay for a period of 12 months, plus one additional month for each full year of employment, up to a maximum of 18 months in the aggregate, equal to his then current base salary and a lump sum payment of a full or partial performance bonus as determined in the sole discretion of the Board. In addition, to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement for the duration of the severance period. 2.In the event that Stephen Robertson’s employment is terminated by the Company upon Change of Control or by the executive for “good reason” within 12 months following a change in control of the Company, he is entitled to receive a continuance payment equal to 18 months of his then current base salary, and if awarded and payable, the target bonus for the year of termination. In addition, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement during the 12-month period following the termination date. All outstanding awards granted at the time of termination, which have not yet vested, will immediately vest upon the termination of his employment and shall be fully exercisable in accordance with the terms and conditions under which the stock awards were granted, subject to the prior expiry of his stock options in accordance with their terms.

  25. Greg Keenan, Chief Medical Officer

    Greg Keenan, Chief Medical Officer In addition to his base salary, which is reviewed annually by the Compensation Committee in conjunction with the CEO, Dr. Keenan is eligible to receive a cash bonus with a target payment of 45% of his base salary if the Board, on recommendation of the Compensation Committee, in their sole discretion, determines that the Company’s performance has met certain short-term and long-term business performance objectives established from time to time by the Board, subject to any rules the Company may develop regarding the bonus scheme. In addition, he is entitled to paid vacation of 20 business days per year. He agreed to non-competition, non-solicitation, non-disclosure and assignment of intellectual property provisions in favor of the Company. At the Company's discretion, in the event of a termination without cause Dr. Keenan would be eligible to receive a lump sum payment corresponding to 52 weeks’ salary. In order to receive any severance payment from the Company, Dr. Keenan would be required to timely execute a general release of claims against the Company in a form acceptable to the Company.

  26. Scott Habig, Former Chief Commercial Officer

    Scott Habig, Former Chief Commercial Officer On June 27, 2022, Scott Habig entered into an employment agreement with the company for the position of Chief Commercial Officer. The agreement provided that he would devote his sole skill and efforts to discharging his duties to the Company on a full-time and exclusive basis. In addition to his base salary, which was reviewed annually by the Compensation Committee in conjunction with the CEO, he was eligible to receive cash bonus with a target payment of 50% of his base salary if the Board, on recommendation of the Compensation Committee, in their sole discretion, determined that the Company’s performance had met certain short-term and long-term business performance objectives established from time to time by the Board, subject to any rules the Company may have developed regarding the bonus scheme. In addition, he was entitled to participate in the Company’s benefits programs and to paid vacation. He agreed to non-competition, non-solicitation, non-disclosure and assignment of intellectual property provisions in favor of the Company. Pursuant to Scott Habig’s employment agreement, he was also entitled to certain termination benefits. Specifically, in the event that Scott Habig’s employment was terminated by the Company without cause, he was entitled to receive continuing payments of severance pay for a period of 12 months, equal to his then current base salary. In addition, subject to his timely election, he was eligible to receive continued coverage under the Company’s group health insurance plan under the Consolidated Omnibus Reconciliation Act of 1985, for which the Company would pay the premiums. Mr. Habig was also eligible to receive certain additional benefits upon a termination of employment in connection with a Change in Control. Mr. Habig’s employment relationship with the Company terminated without cause on March 3, 2025. In connection with his termination of employment, Mr. Habig entered into a severance agreement with the Company. Per the terms of the agreement, Mr. Habig was provided with a severance package substantially as set out in his employment agreement. Mr. Habig also received his annual incentive bonus for 2024. Other Benefits Our NEOs are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We provided a 401(k) plan to all of our U.S. employees and a Registered Retirement Savings Plan (“RRSP”) matching program to all of our Canadian employees, including our NEOs. We do not generally provide perquisites or personal benefits to our NEOs (any perquisites provided to our executives are for matters in conjunction with their services as executives of the Company). We do, however, pay the premiums for term life insurance and disability insurance for all of our employees, including our NEOs. Our NEOs are also able to participate in our Employee Share Purchase Plan (“ESPP”) as well as receive awards under our Equity Incentive Plan. The ESPP provides eligible employees of the Company with opportunities from time to time to purchase Company common shares at a discounted price (each an “Offering”). The Company may make one or more Offerings to eligible employees under the ESPP. The maximum length for an Offering is 27 months (a “Plan Period”), during which the Company may withhold via payroll deduction the amount (not exceeding 15% of such eligible employee’s earnings) elected by the eligible employee for purposes of purchasing common shares on each purchase date within the Plan Period.

  27. Grant Practices Specific to Stock Options

    Grant Practices Specific to Stock Options Aurinia has certain practices relating to the timing of grants of stock options. In 2024, no stock options were issued to any NEO or other executive officer of the Company. Aurinia granted stock options only to newly-hired employees as part of their hiring packages and to non-executive directors as part of their annual compensation or onboarding packages. The Board does not take material non-public information into account when determining the timing and terms of such awards. In 2024, stock options granted to new employees were issued on a pre-determined schedule, on the first Monday of the month following the hiring of the employee. Options granted to directors are typically granted upon appointment of the director, or upon their re-election at an annual general meeting of the Company. Where the timing for the grant of stock options to a director would fall within a blackout period established by the Company's Insider Trading Policy, the stock options are not granted until one trading day after the blackout period has been lifted. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  28. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022.

  29. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) | Total ($) | | Peter Greenleaf | 2024 | 822,877 | — | 4,825,917 | — | 720,017 | 49,086 | 6,417,897 | | Chief Executive Officer | 2023 | 822,877 | — | 8,999,997 | — | 710,760 | 39,725 | 10,573,359 | | | 2022 | 791,228 | — | 3,750,002 | 3,752,009 | 498,474 | 45,684 | 8,837,397 | | Joe Miller | 2024 | 500,701 | — | 1,430,935 | — | 312,938 | 53,231 | 2,297,805 | | Chief Financial Officer | 2023 | 500,701 | — | 3,093,747 | — | 342,980 | 39,509 | 3,976,937 | | | 2022 | 481,443 | — | 1,250,001 | 1,250,672 | 264,794 | 45,684 | 3,292,594 | | Max Donley | 2024 | 539,321 | — | 1,580,576 | — | 337,076 | 57,554 | 2,514,527 | | Chief Operating Officer | 2023 | 513,640 | — | 3,656,242 | — | 341,571 | 46,633 | 4,558,086 | | | 2022 | 493,885 | — | 1,250,001 | 1,250,672 | 271,637 | 46,302 | 3,312,497 | | Scott Habig | 2024 | 483,210 | | 1,426,260 | | 241,605 | 532,539 | 2,683,614 | | Former Chief Commercial Officer(1) | 2023 | 464,625 | | 2,294,994 | | 285,744 | 45,822 | 3,091,185 | | | 2022 | 206,250 | 100,000 | 1,125,004 | 1,124,999 | 225,000 | 4,493 | 2,785,746 | | Greg Keenan(7) | 2024 | 495,187 | — | 547,983 | — | 278,543 | 5,384 | 1,327,097 | | Chief Medical Officer | 2023 | 400,232 | — | 450,039 | 453,710 | 218,706 | 9,010 | 1,531,697 | | | 2022 | — | — | — | — | — | — | — | | Stephen Robertson | 2024 | 471,702 | — | 1,416,911 | — | 294,814 | 33,002 | 2,216,429 | | EVP, General Counsel, Corporate Secretary and Chief Compliance Officer(2) | 2023 | 478,727 | — | 2,761,872 | — | 327,928 | 29,727 | 3,598,254 | | | 2022 | 458,696 | — | 1,250,001 | 1,250,672 | 252,283 | 28,703 | 3,240,355 |

  30. 2024 Summary Compensation Table

    (1)Scott Habig was appointed as our Chief Commercial Officer on July 11, 2022. He ceased being an executive officer of the Company as of November 7, 2024 and his employment was terminated without cause on March 3, 2025. (2)Stephen Robertson’s salary, bonus and other non-equity compensation were translated from CAD to USD using the annual average foreign exchange rates from the Bank of Canada. (3)This represents the grant date fair value of RSUs and performance awards granted to the NEO for the applicable year, calculated in accordance with ASC Topic 718, and does not take into account estimated forfeitures related to service-based conditions. The assumptions used in the calculation of these amounts are included in our Annual Report on Form 10-K for the applicable year. The grant date market price was the closing price on the date prior to the grant date. For 2022 and 2023, the grant date price for the RSUs and performance awards was set at $12.01 and $8.99, respectively. For 2024, the grant date market price for the RSUs is $5.85 and for the performance awards is $5.78. The following are the values of the 2024 performance awards as of their grant date assuming attainment of the maximum level of performance: Peter Greenleaf $1.9 million; Joe Miller $574 thousand; Max Donley $634 thousand; Scott Habig $572 thousand and Stephen Robertson $568 thousand. (4)Represents the aggregate grant-date fair value of the stock options awarded to the NEO for the applicable year, calculated in accordance with ASC Topic 718, and does not take into account estimated forfeitures related to service-based conditions. The assumptions used in the calculation of these amounts are included in our Annual Reports on Form 10-K for the respective years. (5)The amounts reported in this column represent annual performance-based bonuses. For more information, see the section titled “Annual Performance Bonus” in the CD&A and the Grants of Plan-Based Awards table below. (6)The amounts reported in this column represent the following: for Peter Greenleaf, Joe Miller, Max Donley and Scott Habig employer contributions to 401(k), life insurance and $30,394 for expenses related to work travel, plus an associated gross up payment of up to $15,174 for applicable taxes related to such travel expenses; for Scott Habig the amount also includes $483,210 for accrued severance payable pursuant to his severance agreement following his termination without cause; for Greg Keenan employer contributions to 401(k) and life insurance; and for Stephen Robertson employer contributions to RRSP, medical services plan and employer health tax benefits. (7)Greg Keenan was first employed by the Company on February 27, 2023.

  31. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table sets forth information relating to the grant of plan-based incentive awards to our NEOs in 2024:

  32. 2024 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Shares of Stock or Units (#) | All other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock And Option Awards($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Peter Greenleaf | | | | | | | | | | | | | Annual Bonus | — | — | 576,014 | 1,152,028 | — | — | — | — | — | — | — | | Performance Award | 3/4/2024 | — | — | — | 165,384 | 220,513 | 330,769 | — | — | — | 955,920 | | Restricted Stock Unit Award | 2/20/2024 | — | — | — | — | — | — | 661,538 | — | — | 3,869,997 | | Joe Miller | | | | | | | | | | | | | Annual Bonus | — | — | 250,351 | 500,702 | — | — | — | — | — | — | — | | Performance Award | 3/4/2024 | — | — | — | 49,038 | 65,385 | 98,077 | — | — | — | 283,440 | | Restricted Stock Unit Award | 2/20/2024 | — | — | — | — | — | — | 196,153 | — | — | 1,147,495 | | Max Donley | | | | | | | | | | | | | Annual Bonus | — | — | 269,661 | 539,322 | — | — | — | — | — | — | — | | Performance Award | 3/4/2024 | — | — | — | 54,166 | 72,222 | 108,333 | — | — | — | 313,079 | | Restricted Stock Unit Award | 2/20/2024 | — | — | — | — | — | — | 216,666 | — | — | 1,267,496 | | Scott Habig | | | | | | | | | | | | | Annual Bonus | — | — | 241,605 | 483,210 | — | — | — | — | — | — | — | | Performance Award | 3/4/2024 | — | — | — | 48,878 | 65,171 | 97,756 | — | — | — | 282,515 | | Restricted Stock Unit Award | 2/20/2024 | — | — | — | — | — | — | 195,512 | — | — | 1,143,745 | | Greg Keenan | | | | | | | | | | | | | Annual Bonus | | — | 222,834 | 445,668 | — | — | — | — | — | — | — | | Performance Award | 3/4/2024 | — | — | — | | | | — | — | — | — | | Restricted Stock Unit Award | 1/30/2024 | — | — | — | — | — | — | 68,242 | — | — | 547,983 | | Stephen Robertson | | | | | | | | | | | | | Annual Bonus(2) | — | — | 235,851 | 471,702 | — | — | — | — | — | — | — | | Performance Award | 3/4/2024 | — | — | — | 48,558 | 64,744 | 97,116 | — | — | — | 280,665 | | Restricted Stock Unit Award | 2/20/2024 | — | — | — | — | — | — | 194,230 | — | — | 1,136,246 |

  33. 2024 Grants of Plan-Based Awards Table

    (1)These amounts represent performance-based bonus payments for each NEO for 2024. There were no threshold amounts and maximum bonus amounts were set at 200%. (2)Stephen Robertson’s cash incentive was translated from CAD to USD using the 2024 annual average foreign exchange rate from the Bank of Canada. (3)Value of performance awards at the grant date is based upon the probable outcome of such conditions. The estimates of aggregate compensation cost are recognized over the service period determined as of the grant date under FASB ASC Topic 718.

  34. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    2024 Outstanding Equity Awards At Fiscal Year-End Table The following table shows certain information regarding outstanding equity awards for our NEOs as of December 31, 2024. The options to purchase our shares were granted with a per share exercise price equal to the fair market value of one share on the date of grant, as determined in good faith by the Compensation Committee (for NEOs other than the CEO) and the Board, on recommendation of the Compensation Committee (for our CEO and without the CEO being present for deliberations and approval). Except as noted below, all of the equity awards were granted under our Equity Incentive Plan.

  35. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | | Options Awards(1) | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or units of stock that have not vested (#)(3) | Market or Value of Shares or Units That Have Not Vested ($)(4) | | Peter Greenleaf | 4/29/2019(2) | 1,600,000 | — | 6.28 | 4/29/2029 | — | — | | | 12/21/2020 | 817,024 | — | 13.03 | 12/21/2030 | — | — | | | 3/2/2022 | 489,672 | 44,516 | 12.01 | 3/2/2032 | — | — | | | 3/2/2022 | — | — | — | — | 104,080 | 934,638 | | | 3/2/2023 | — | — | — | — | 166,853 | 1,498,340 | | | 3/2/2023 | — | — | — | — | 444,938 | 3,995,543 | | | 2/20/2024 | — | — | — | — | 661,538 | 5,940,611 | | | 3/4/2024 | — | — | — | — | 165,384 | 1,485,148 | | Joe Miller | 12/21/2020 | 270,610 | — | 13.03 | 12/21/2030 | — | — | | | 3/2/2022 | 163,224 | 14,839 | 12.01 | 3/2/2032 | — | — | | | 3/2/2022 | — | — | — | — | 34,694 | 311,552 | | | 3/2/2023 | — | — | — | — | 57,357 | 515,066 | | | 3/2/2023 | — | — | — | — | 152,948 | 1,373,473 | | | 2/20/2024 | — | — | — | — | 196,153 | 1,761,454 | | | 3/4/2024 | — | — | — | — | 49,038 | 440,361 | | Max Donley | 8/19/2019 | 250,000 | — | 5.90 | 8/19/2029 | — | — | | | 12/21/2020 | 236,952 | — | 13.03 | 12/21/2030 | — | — | | | 3/2/2022 | 163,224 | 14,839 | 12.01 | 3/2/2032 | — | — | | | 3/2/2022 | — | — | — | — | 34,694 | 311,552 | | | 3/2/2023 | — | — | — | — | 67,785 | 608,709 | | | 3/2/2023 | — | — | — | — | 180,756 | 1,623,189 | | | 2/20/2024 | — | — | — | — | 216,666 | 1,945,661 | | | 3/4/2024 | — | — | — | — | 54,166 | 486,411 | | Scott Habig | 8/1/2022(5) | 179,825 | 51,378 | 8.18 | 8/1/2032 | — | — | | | 8/1/2022(5) | — | — | — | — | 45,844 | 411,679 | | | 3/2/2023 | — | — | — | — | 42,549 | 382,090 | | | 3/2/2023 | — | — | — | — | 113,459 | 1,018,862 | | | 2/20/2024 | — | — | — | — | 195,512 | 1,755,698 | | | 3/4/2024 | — | — | — | — | 48,878 | 438,924 | | Greg Keenan | 3/6/2023(5) | 47,828 | 34,162 | 8.99 | 3/6/2033 | — | — | | | 3/6/2023(5) | — | — | — | — | 33,374 | 299,699 | | | 1/30/2024 | — | — | — | — | 68,242 | 612,813 | | Stephen Robertson | 11/16/2020(5) | 298,924 | — | 13.40 | 11/16/2030 | — | — | | | 12/21/2020 | 144,484 | — | 13.03 | 12/21/2030 | — | — | | | 3/2/2022 | 163,224 | 14,839 | 12.01 | 3/2/2032 | — | — | | | 3/2/2022 | — | — | — | — | 34,694 | 311,552 | | | 3/2/2023 | — | — | — | — | 51,204 | 459,812 | | | 3/2/2023 | — | — | — | — | 136,540 | 1,226,129 | | | 2/20/2024 | — | — | — | — | 194,230 | 1,744,185 | | | 3/4/2024 | — | — | — | — | 48,558 | 436,051 |

  36. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    (1)All options above except as noted in (2) below vest as follows: 33.333% of the shares subject to the options vest on the 12-month anniversary of the vesting commencement date, and the remaining shares subject to the options vest in equal monthly installments over the next two years. All options with a grant date up to and including May 2020 were translated for the purposes of this proxy from CAD to USD using the Bank of Canada exchange rate on the date of grant. (2)25% of the shares subject to the options vested on the 12-month anniversary of the vesting commencement date, and the remaining shares subject to the options vested in equal monthly installments over the next three years. This award was granted outside of the Company's Equity Incentive Plan as an inducement material to the new employee entering into employment with the Company. (3)RSUs held at fiscal year-end vest in three equal annual installments on the first, second and third anniversary of the grant date. Amounts listed for 2023 performance awards are at 150% of initial grant (maximum performance level), based on exceeding achievement of performance metrics as of December 31, 2023. Amounts listed for performance awards granted in 2024 are at 75% of initial grant (representing threshold performance level), based on actual achievement of performance metrics as of December 31, 2024. Performance awards held at fiscal year-end shall vest in two equal installments in the two years following the achievement of metrics. (4)Amounts reported are calculated using $8.98, the per share closing price on December 31, 2024. (5)This award was granted outside of the Company's Equity Incentive Plan as an inducement material to the new employee entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

  37. 2024 Option Exercises and Shares Vested

    2024 Option Exercises and Shares Vested The following table provides information on options to purchase our common shares that were exercised and shares that were vested, including the number of common shares acquired and the value realized, for our NEOs during the year ended December 31, 2024:

  38. 2024 Option Exercises and Shares Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Peter Greenleaf(2) | — | — | 493,401 | 3,379,253 | | Joe Miller(2) | — | — | 168,520 | 1,155,355 | | Max Donley(2) | — | — | 192,853 | 1,329,091 | | Scott Habig(2) | — | — | 145,119 | 955,004 | | Greg Keenan | — | — | 16,686 | 92,107 | | Stephen Robertson(2) | — | — | 154,165 | 1,052,861 |

  39. 2024 Option Exercises and Shares Vested

    (1)The value realized is based on the fair market value of the Company’s common stock on the vesting date. (2)The stock awards acquired include an award that vested as of December 31, 2024 for which receipt was deferred while the Company was in a quarterly blackout under the Company's Insider Trading Policy. The amount included for the value realized column was based on the December 31, 2024 close price of $8.98, and actual value realized in March 2025 was based on a close price of $7.95.

  40. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control We maintain certain agreements, plans, and programs that require us to provide compensation to our NEOs in the event of a termination of employment or a change in control. For more information, see “Other Features of Our Executive Compensation Program—Agreements with Our Named Executive Officers” beginning on page 39. The following table discloses the potential payments upon termination of employment or change in control with respect to each NEO, pursuant to their respective employment agreements with the Company, as of December 31, 2024. Each scenario assume each NEOs’ compliance with a post-employment restrictive covenant agreement and execution of a release of claims.

  41. Potential Payments Upon Termination or Change-in-Control

    | Name | Cash Severance Payment ($) | Lump Sum Target Bonus Payment ($)(1) | Health Insurance Premiums ($)(2) | Value Realized on Vesting ($)(3) | Benefit Total ($) | | Peter Greenleaf | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 1,234,316 | 576,014 | 42,107 | — | 1,852,437 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 1,645,754 | 576,014 | 28,071 | 13,854,281 | 16,104,120 | | Joe Miller | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 500,701 | 250,351 | 44,510 | — | 795,562 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 751,052 | 250,351 | 44,510 | 4,401,906 | 5,447,819 | | Max Donley | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 539,321 | 269,661 | 44,510 | — | 853,492 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 808,982 | 269,661 | 44,510 | 4,975,522 | 6,098,675 | | Scott Habig(5) | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 483,210 | 241,605 | 22,721 | — | 747,536 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 724,815 | 241,605 | 22,721 | 4,048,356 | 5,037,497 | | Greg Keenan | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 495,187 | — | — | — | 495,187 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 495,187 | — | — | 912,512 | 1,407,699 | | Stephen Robertson(4) | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 628,937 | 235,851 | 1,910 | — | 866,698 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 707,554 | 235,851 | 1,910 | 4,177,729 | 5,123,044 |

  42. Potential Payments Upon Termination or Change-in-Control

    (1)The assumption used for lump sum target bonus payment is full year payment at 100% of target; except Greg Keenan whose bonus payment upon termination is at the discretion of the Company. For termination absent change in control, the performance bonus shown is at 100% target, however the performance bonus is subject to the terms of the employment agreement. (2)The assumption used for the health insurance premiums is 12 months of coverage, except for Peter Greenleaf for a termination of employment not in connection with a change in control, which assumes 18 months of coverage; and Greg Keenan who is not eligible for extended coverage. (3)The value of vesting acceleration is based on the closing price of $8.98 per common share on December 31, 2024 for unvested awards. The assumption used for vesting acceleration not in connection with a change in control is a termination as of December 31, 2024. (4)Stephen Robertson’s cash amounts were translated from CAD to USD using the 2024 annual average foreign exchange rate from the Bank of Canada. (5)The amounts shown for Scott Habig are payouts pursuant to his employment agreement that would have been owed upon termination as of December 31, 2024. His employment with the company was terminated without cause as of March 3, 2025 and, as such, amounts actually paid to Mr. Habig in connection with his termination of employment may differ from the amounts reported above.

  43. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  44. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1),˒(2),˒(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Net Revenue(5) ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,417,897 | 7,623,575 | 2,207,895 | 2,425,045 | 44.32 | 81.12 | 5.8 | 235.1 | | 2023 | 10,573,359 | 14,915,528 | 3,892,438 | 5,271,052 | 44.37 | 88.90 | (78.0) | 175.5 | | 2022 | 8,837,397 | (8,899,595) | 3,275,710 | (748,376) | 21.32 | 90.18 | (108.2) | 134.0 | | 2021 | 1,240,389 | 16,344,707 | 718,163 | 4,188,759 | 112.88 | 118.47 | (181.0) | 45.6 | | 2020 | 10,678,868 | (2,601,908) | 3,233,747 | 2,545,959 | 68.26 | 128.55 | (102.7) | 50.1 |

  45. Pay Versus Performance Disclosure

    (1)Peter Greenleaf was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.

  46. Pay Versus Performance Disclosure

    | 2024 | 2023 | 2022 | 2021 | 2020 | | Joe Miller | Joe Miller | Joe Miller | Joe Miller | Joe Miller | | Max Donley | Max Donley | Max Donley | Max Donley | Max Donley | | Stephen Robertson | Stephen Robertson | Stephen Robertson | Stephen Robertson | Stephen Robertson | | Scott Habig | Volker Knappertz | Max Colao | Max Colao | Max Colao | | Greg Keenan | | Volker Knappertz | | Dennis Bourgeault | | | | Neil Solomons | | |

  47. Pay Versus Performance Disclosure

    (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. (3)Compensation actually paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. (4)The peer group total shareholder return (“TSR”) set forth in this table utilizes the Russell 3000 Biotech Index. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Russell 3000 Biotech Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined net revenue to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEO and non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Reconciliation of Summary Compensation Table to Compensation Actually Paid

  48. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Peter Greenleaf ($) | Exclusion of Stock Awards and Option Awards for Peter Greenleaf ($) | Inclusion of Equity Values for Peter Greenleaf ($) | Compensation Actually Paid to Peter Greenleaf ($) | | | (a) | (b) | (c) | (d) = (a) + (b) + (c) | | 2024 | 6,417,897 | (4,825,917) | 6,031,596 | 7,623,575 | | 2023 | 10,573,359 | (8,999,997) | 13,342,166 | 14,915,528 | | 2022 | 8,837,397 | (7,502,011) | (10,234,980) | (8,899,595) | | 2021 | 1,240,389 | — | 15,104,318 | 16,344,707 | | 2020 | 10,678,868 | (9,288,898) | (3,991,878) | (2,601,908) | | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | | (a) | (b) | (c) | (d) = (a) + (b) + (c) | | 2024 | 2,207,895 | (1,280,605) | 1,497,755 | 2,425,045 | | 2023 | 3,892,438 | (3,023,431) | 4,402,045 | 5,271,052 | | 2022 | 3,275,710 | (2,375,417) | (1,648,669) | (748,376) | | 2021 | 718,163 | — | 3,470,596 | 4,188,759 | | 2020 | 3,233,747 | (2,741,071) | 2,053,283 | 2,545,959 |

  49. Pay Versus Performance Disclosure

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

  50. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Peter Greenleaf ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Peter Greenleaf ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Peter Greenleaf ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Peter Greenleaf ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Peter Greenleaf ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Peter Greenleaf ($) | Total - Inclusion of Equity Values for Peter Greenleaf ($) | | 2024 | 7,425,760 | (30,559) | — | (1,363,605) | — | — | 6,031,596 | | 2023 | 8,999,997 | 1,566,255 | — | 2,775,914 | — | — | 13,342,166 | | 2022 | 2,799,360 | (5,421,035) | — | (7,613,305) | — | — | (10,234,980) | | 2021 | — | 10,202,439 | — | 4,901,879 | — | — | 15,104,318 | | 2020 | 7,762,704 | (7,270,230) | — | (4,484,352) | — | — | (3,991,878) | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,924,311 | (15,673) | — | (410,883) | — | — | 1,497,755 | | 2023 | 3,023,431 | 616,428 | — | 762,186 | — | — | 4,402,045 | | 2022 | 701,513 | (656,801) | — | (941,151) | (752,230) | — | (1,648,669) | | 2021 | — | 2,255,191 | — | 1,215,405 | — | — | 3,470,596 | | 2020 | 2,449,340 | (235,061) | 95,426 | (256,422) | — | — | 2,053,283 |

  51. Pay Versus Performance Disclosure

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO NEOs and the Company’s cumulative TSR over the five most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO NEOs and our net income during the five most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Revenue The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO NEOs, and our Net Revenue during the five most recently completed fiscal years. List of Most Important Financial Performance Measures Net revenue was the sole financial performance measure that the Company used in linking compensation actually paid to our PEO and other NEOs for 2024 to Company performance.

  52. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Under the SEC rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our CEO, Peter Greenleaf, to the median of the annual total compensation of all of our employees other than Peter Greenleaf (the “CEO Pay Ratio”). For fiscal year 2024, the annual total compensation of our median employee (other than the CEO) was $319,139 and the annual total compensation of the CEO, as reported in the Summary Compensation Table included in this Proxy Statement/Circular, was $6,417,897. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees was approximately 20 to 1. To identify our median employee, we used the following methodology: •To determine our total population of employees, we included all employees other than our CEO as of December 31, 2024 (whether employed on a full-time or part-time basis). •To identify our median employee from our employee population, we chose as our consistently applied compensation measure the aggregate amount of each employee’s annual base salary and cash bonuses earned during fiscal 2024 and the grant date fair value of equity awards granted in fiscal 2024 determined in accordance with FASB ASC Topic 718. •We included all other compensation consistent with what is included in the Summary Compensation Table. For the U.S., this includes employer contributions to 401K, life insurance and expenses for work related travel. For Canada, this includes employer contributions to RRSP, medical services plan and employer health tax benefits. •We annualized the base salary of employees who were employed by us for less than the entire fiscal year but we did not make any cost-of-living adjustments. •We did not exclude any non-U.S. employees under the de minimis or other exceptions set forth in Item 402(u) of Regulation S-K. •Compensation paid in Canadian dollars was converted to U.S. dollars based on the annual average exchange rate for the year ended December 31, 2024 from the Bank of Canada. The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules and regulations, based on our records and the methodology described above. The SEC’s rules and regulations for identifying the median employee and calculating the CEO Pay Ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies and to use reasonable estimates and assumptions based on their own facts and circumstances.

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  54. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table sets forth in summary form information concerning the compensation of our non-employee directors for the year ended December 31, 2024.

  55. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) | Pension Value ($) | All Other Compensation ($) | Total ($) (4) | | Kevin Tang(5) | — | — | — | — | — | — | — | | Jeffrey A. Bailey | 64,497 | 99,992 | 100,005 | — | — | — | 264,494 | | Dr. David R.W. Jayne | 51,332 | 99,992 | 100,005 | — | — | — | 251,329 | | Craig Johnson(6) | 6,725 | 169,999 | 170,000 | — | — | — | 346,724 | | Jill Leversage | 70,000 | 99,992 | 100,005 | — | — | — | 269,997 | | Dr. Karen Smith | 56,997 | 99,992 | 100,005 | — | — | — | 256,994 | | Dr. Brinda Balakrishnan(7) | 36,379 | — | — | — | — | — | 36,379 | | Dr. Daniel Billen(7) | 72,758 | — | — | — | — | — | 72,758 | | R. Hector MacKay-Dunn(7) | 43,308 | — | — | — | — | — | 43,308 | | Dr. Robert T. Foster(8) | 38,152 | — | — | — | — | 483,755 | 521,907 |

  56. Non-Employee Director Compensation

    (1)This column includes the annual Board retainer and any applicable additional retainers for service as a member or Chair of a committee during 2024. (2)The Company granted each director 12,135 RSUs on November 21, 2024. The amounts reported represents the grant date fair value of RSUs granted to each of the then non-employee directors and are calculated in accordance with ASC Topic 718, which does not take into account estimated forfeitures related to service-based conditions. The assumptions used in the calculation of these amounts are included in our 2024 Annual Report on Form 10-K. The grant date market price for the RSUs was set at $8.24, which was the closing price on the date prior to the November 21, 2024 grant date, consistent with our practice for granting equity awards to all employees. (3)The Company granted 18,641 stock options on November 21, 2024 with a fair value of $5.36 to each of the then non-management directors. The amounts reported represents the aggregate grant-date fair value of the stock options awarded to the non-employee directors for the applicable year, calculated in accordance with ASC Topic 718 and does not take into account estimated forfeitures related to service-based conditions. The assumptions used in the calculation of these amounts are included and described under the caption “Share-based compensation” in Note 2 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. (4)The aggregate remuneration paid to the directors of the Company in 2024 was $2,063,890. (5)Kevin Tang was appointed to the Board on September 9, 2024. Kevin Tang has elected to waive all compensation for his service as a director. (6)Craig Johnson was appointed to the Board on November 7, 2024. In relation to that appointment, Craig Johnson was granted 20,631 RSUs on November 21, 2024. The grant date market price for the RSUs was set at $8.24, which was the closing price on the date prior to the November 21, 2024 grant date. Additionally, Craig Johnson was granted 31,688 stock options with a fair value of $5.36. The amount reported represents the aggregate grant-date fair value of the stock options awarded to the non-employee directors for the applicable year, calculated in accordance with ASC Topic 718 and does not take into account estimated forfeitures related to service based conditions. The assumptions used in the calculation of these amounts are included and described under the caption “Share-based compensation” in Note 2 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. (7)Dr. Brinda Balakrishnan, Dr. Daniel Billen and R. Hector MacKay-Dunn ceased to be directors as of September 9, 2024. (8)Dr. Robert T. Foster ceased to be a director as of November 5, 2024. Amounts reported in “All Other Compensation” represent amounts payable pursuant to an employee retention arrangement entered into while Dr. Foster was previously the Chief Executive Officer of Isotechnika Pharma Inc. (the former name of the Company), and paid while he was a director of the Company.

  57. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Compensation for the directors in such role is determined by the Board upon recommendation of the Compensation Committee. The Compensation Committee has sought advice from third party advisors in respect to the compensation of the directors, most recently WTW in 2024. During 2024, non-employee directors (other than the Chair of the Board) earned an annual retainer fee of $45,000 for serving as a Board member. The previous Chair of the Board earned an annual retainer fee of $80,000 and the current Chair is not paid a retainer fee. Directors were paid in U.S. dollars at the end of each quarter. Annual committee compensation for 2024 was as follows: •Compensation Committee Chair Retainer: $15,000 Compensation Committee Member Retainer: $7,500 •Audit Committee Chair Retainer: $20,000 Audit Committee Member Retainer: $10,000 •Governance Committee Chair Retainer: $10,000 Governance Committee Member Retainer: $5,000 In addition to the cash retainers set out above, non-employee directors are entitled to an annual equity grant equivalent to $200,000 and an equity grant equivalent to $340,000 upon the election or appointment of a new Board member. All of the director options are exercisable for ten years and vest at 12 months. All of the director RSUs vest 100% on the first anniversary of the grant date.