DEF 14A of Aurinia Pharmaceuticals Inc., Apr 21, 2026

DEF 14A of Aurinia Pharmaceuticals Inc.

Filed Apr 21, 2026 · FY20250001600620-26-000039

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Each of the individuals listed below has been nominated for election to the Board, and is an incumbent director. Director nominees elected at the Meeting will hold office until the 2027 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 five 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 (discussed further below), 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. 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. 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(s) Held with the Company | | Kevin Tang California United States | September 12, 2024 | 59 | Chief Executive Officer of the Company | Chief Executive Officer and Chair of the Board | | Jeffrey Bailey New Hampshire United States | August 18, 2023 | 64 | Corporate Director | Director | | Kathy Goetz Iowa United States | May 15, 2025 | 59 | Corporate Director | Director | | Craig Johnson California United States | November 7, 2024 | 64 | Corporate Director | Lead Independent Director | | Tina S. Nova, Ph.D. California United States | May 15, 2025 | 72 | Corporate Director | Director |

  3. Kevin Tang, Director, Chief Executive Officer and Chair of the Board

    Kevin Tang, Director, Chief Executive Officer and Chair of the Board Mr. Tang has served as Chief Executive Officer since March 2026 and as Chair of the Board since 2024. He is 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, Mr. Tang served as Chairman of La Jolla Pharmaceutical Company. In 2013, he founded Odonate Therapeutics, Inc. and served as its Chairman and Chief Executive Officer through 2022. Mr. Tang 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, Inc. (now Keenova Therapeutics plc) in 2010, he served as Director of Penwest Pharmaceuticals Co. In 2006, Mr. Tang co-founded Ardea Biosciences, Inc. and served as a Director through its acquisition by AstraZeneca PLC in 2012. From 2001 to 2008, he served as a Director of Trimeris, Inc. From 1993 to 2001, Mr. Tang 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 Bailey, Director, Chair of the Governance & Nomination Committee

    Jeffrey Bailey, Director, Chair of the Governance & Nomination Committee Mr. Bailey has served as Director since 2023. He has served as Director of Aberdeen Healthcare Funds since 2023. From 2020 through its acquisition by Aberdeen Investments in 2023, Mr. Bailey served as Chair of Tekla Capital Management LLC, a healthcare-focused investment company. From 2017 through 2023, he served as Chairman of Aileron Therapeutics, Inc. (now Rein Therapeutics, Inc.). Mr. Bailey has held multiple President, Chief Executive Officer and leadership roles at biotechnology and pharmaceutical companies where he oversaw improvements in strategic operations and led the organizations through successful acquisitions, including BioDelivery Sciences International, Inc. from 2020 through its acquisition by Collegium Pharmaceutical, Inc. in 2022, IlluminOss Medical, Inc. from 2018 through its acquisition by HealthpointCapital, LLC in 2020, Neurovance, Inc. from 2015 through its acquisition by Otsuka Pharmaceutical Co., Ltd. in 2017, Lantheus Medical Imaging, Inc. (now Lantheus Holdings, Inc.) from 2013 to 2015 and Fougera Pharmaceuticals Inc. from 2011 through its acquisition by Sandoz Group AG in 2012. From 2010 to 2011, he served as Chief Commercial Officer at King Pharmaceuticals, Inc. (now Pfizer Inc.). From 2008 to 2010, Mr. Bailey was President and General Manager at Novartis AG. From 1984 to 2004, he held various positions at Johnson & Johnson, most recently serving as Vice President of Sales. Mr. Bailey received a B.B.A. degree 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, Director

    Kathy Goetz, Director Ms. Goetz has served as Director since 2025. She currently serves as Director of Aberdeen Healthcare Funds (formerly managed by Tekla Capital Management LLC). From 2007 to 2019, Ms. Goetz held various positions at Novartis AG, most recently serving as Vice President and Head of Sales. She has received numerous industry leadership awards, including the Healthcare Businesswomen’s Association Rising Star Award. Ms. Goetz received a B.B.A. degree from Iowa State University. 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. Craig Johnson, Lead Independent Director, Chair of the Audit Committee and Compensation Committee

    Craig Johnson, Lead Independent Director, Chair of the Audit Committee and Compensation Committee Mr. Johnson has served as Director since 2024. He has served as Director of Heron Therapeutics, Inc. since 2014. From 2013 through its acquisition by Bristol-Myers Squibb Company in 2024, Mr. Johnson served as Director of Mirati Therapeutics, Inc. From 2017 to 2022, he served as Director of Odonate Therapeutics, Inc. From 2013 through its acquisition by Innoviva, Inc. in 2022, Mr. Johnson served as Director of La Jolla Pharmaceutical Company. From 2015 to 2018, he served as Director of Decipher Biosciences, Inc. (now Veracyte, Inc.). From 2011 to 2014, Mr. Johnson served as Director of Adamis Pharmaceuticals Corp. (now DMK Pharmaceuticals Corp.). From 2008 through its acquisition by AstraZeneca PLC in 2012, he served as Director of Ardea Biosciences, Inc. (now AstraZeneca PLC). Mr. Johnson served as Vice President and Chief Financial Officer of TorreyPines Therapeutics, Inc. from 2004 until its acquisition by Raptor Pharmaceutical Corp. (now Amgen Inc.) in 2009, and then as Vice President of a wholly-owned subsidiary of Raptor Pharmaceutical Corp. (now Amgen Inc.) from 2009 to 2010. From 1994 to 2004, he held various positions at MitoKor, Inc., most recently serving as Chief Financial Officer and Senior Vice President of Operations. Mr. Johnson practiced as a Certified Public Accountant for PricewaterhouseCoopers LLP. Mr. Johnson received a B.B.A. degree from the University of Michigan-Dearborn. Our Board has concluded that Mr. Johnson should serve as a director based on his experience serving as a director of biotechnology companies and his expertise in financial management.

  7. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  8. 2026 Compensation Arrangements

    2026 Compensation Arrangements For 2026, the compensation arrangements for Aurinia’s NEOs has changed substantially. Kevin Tang, Chief Executive Officer, has elected to not receive any salary, bonuses, equity awards or other compensation from Aurinia. The annual base salary for Ryan Cole, Chief Operating Officer, will be $300,000, and his target bonus will be 50% of his base salary. The annual base salary for Michael Hearne, Chief Financial Officer, will be $300,000, and his target bonus will be 50% of his base salary.

  9. Executive Summary

    Executive Summary The important features of our executive compensation program for 2025 included the following: •A substantial portion of executive compensation was tied to the Company’s performance. We structured a significant portion of our 2025 NEOs’ compensation to be variable, at risk and tied directly to the Company’s measurable performance. •Our annual performance incentive program consisted of cash-based awards that were dependent on the Company’s performance in achieving annually determined corporate goals and objectives. Our annual performance-based incentive opportunities for all of our 2025 NEOs were determined by the Board in its sole discretion based on the Company’s achievement relative to pre-determined corporate goals and objectives. Achievement was determined by our Board based on the recommendation of the Compensation Committee. •We emphasized long-term equity incentives. Equity awards such as performance stock units (“PSUs”) were an integral part of our executive compensation program and comprised the most significant “at-risk” portion of our 2025 NEOs’ compensation package. These awards strongly aligned our 2025 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 and 2026, annual equity grants were in the form of stock options and PSUs. These PSUs vest in 4 tranches upon the Company’s common shares achieving four progressively higher target prices, and each tranche is further subject to a one year service period following tranche achievement. Beginning in 2025, RSUs subject only to time-based vesting conditions are no longer being granted. •Our Compensation Committee was advised by an independent third-party compensation consultant and retained by the Compensation Committee. The compensation consultant advised the Compensation Committee on market practices, including identifying a peer group of companies and their compensation practices so that our Compensation Committee could 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 for 2025 was 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 were set by management and the Board, through strategically-aligned annual and long-term incentive programs, as appropriate; •provide target total direct compensation opportunities that were 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 oversaw the design of the compensation program that appropriately aligned pay and performance outcomes that were reflective of competitive market practice relative to other pharmaceutical companies of similar size and commercial stage. It aligned the annual performance incentive program to the achievement of objectives that would drive future success and enhance the value of the Company by linking a significant portion of the annual performance incentive to overall corporate performance. The Compensation Committee assessed the performance of the former Chief Executive Officer in accordance with these objectives and made compensation recommendations to the Board for approval. For 2025, the overall corporate level objectives established as part of the annual performance incentive program included financial and shareholder value targets, commercialization of LUPKYNIS and portfolio progression. The Company’s compensation program and strategy for its executive officers for 2025 consisted 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 | Objectives | Key Features | | Base Salary (fixed cash) | Provided fixed compensation that reflected the executive’s experience and responsibilities, and was 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 relative to pre-determined objectives. Motivated executive officers to work toward the achievement of the individual and corporate goals. Underscored pay-for-performance philosophy. | •Reviewed annually. •Target incentive opportunities were determined based on a combination of internal equity and external market competitiveness. •Actual payouts were dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan and approved by the Board on recommendation from 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. Underscored pay-for-performance philosophy. Supported the attraction of highly qualified executives and encourages their continued employment over the long-term. | •Reviewed annually. •Equity awards were approved by the Compensation Committee (other than to the Chief Executive Officer, which are awarded by the Board, based on recommendation from the Compensation Committee). •Individual awards were determined based on a number of factors, including external market competitiveness, individual and/or company performance, internal equity and/or other inputs. •For 2025 and 2026, all equity grants for all employees were in the form of either PSUs or stock options. Vesting of PSUs is tied to share price milestones, while stock options only have value if the market price of Aurinia’s common shares appreciates. Time-vested RSUs are no longer being granted. |

  12. 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. 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 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. Role of Executive Officers in Compensation Decisions For 2025, the Compensation Committee assessed the performance of the former Chief Executive Officer and made recommendations to the Board, and the Board approved all decisions regarding the former Chief Executive Officer’s compensation. The Compensation Committee consulted with the former Chief Executive Officer regarding the performance, assessment and compensation of all the other executive officers to determine the compensation of such executives. Although the Compensation Committee generally considers recommendations from the Chief Executive Officer, 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 Chief Executive Officer. 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, and provides a variety of support for the Compensation Committee, as requested by the Compensation Committee, including analysis to assist in selecting the Company's peer group. 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, the 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 annually 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. In making executive compensation decisions, the Compensation Committee generally takes into consideration the following factors. •Company performance as enumerated in our corporate scorecard developed as part of the annual performance incentive program, which for 2025 prioritized financial and shareholder value targets, LUPKYNIS commercialization and portfolio progression; •Each NEO’s individual performance, scope of job function and critical skill set related to the Company’s 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 officers. Setting Executive Compensation Performance goals for the Company are determined early in the year and relate to pre-determined financial, strategic and pipeline milestones and/or achievements which directly link to the Company’s overall business strategy. 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, however, no such adjustments were made for 2025. Following the end of the year, the Board, with input from the Compensation Committee and Chief Executive Officer, assesses the achievement of such objectives, and determines a corporate score based on actual performance. 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. The Compensation Committee engaged WTW to assist in updating the benchmarking data and provide advice on the total direct compensation for the Company’s executive officers, including NEOs, for the 2025 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 2025 benchmarking and review process and based on input from the Compensation Committee, WTW developed a peer group consisting of 20 publicly-listed companies (the “2025 Peer Group”) that were: (i) classified within the pharmaceuticals or biotechnology industries; (ii) had market capitalization most closely aligned with the Company at the time of review; and (iii) had at least one FDA-approved therapeutic drug. While the 2025 Peer Group includes some companies from the peer group selected for the 2024 compensation review, it reflects a significant amount of turnover relative to the prior year given the change in approach described above. The Company was generally aligned with the 50th percentile of the approved peer group on revenue and market capitalization. The market data used by WTW was obtained from public proxy filings and Radford’s 2024 Global Life Sciences survey (mid-size public company data used for market benchmarking). The 2025 Peer Group consisted of the following 20 publicly-listed companies:

  13. How We Determine Executive Compensation

    | 2025 Peer Group | | | | ANI Pharmaceuticals, Inc. | Innoviva Inc. | Sage Therapeutics Inc. | | Aquestive Therapeutics Inc. | Ironwood Pharmaceuticals Inc. | Siga Technologies Inc. | | Arcutis Biotherapeutics Inc. | Lexicon Pharmaceuticals Inc. | Tarsus Pharmaceuticals Inc. | | ARS Pharmaceuticals Inc. | Liquidia Corp | Travere Therapeutics, Inc. | | Collegium Pharmaceutical Inc. | MiMedx Group Inc. | Urogen Pharma Ltd. | | Day One Biopharmaceuticals Inc. | Pacira Biosciences Inc. | Y-mAbs Therapeutics, Inc. | | Evolus Inc. | Phathom Pharmaceuticals Inc. | |

  14. 2025 Executive Compensation Program

    2025 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, as necessary. 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 2024 and 2025 base salaries for our NEOs were as follows:

  15. 2025 Executive Compensation Program

    | | 2025 Target Annual Cash Incentive | | 2025 Actual Annual Cash Incentive Paid | | | Named Executive Officers | % of Base Salary | $ | % of Target Annual Cash Incentive | $ | | Peter Greenleaf(1) | 70% | $576,014 | 150% | $864,021 | | Joseph Miller(1) | 50% | $263,494 | 150% | $395,241 | | Matthew Donley(1) | 50% | $283,818 | 150% | $425,727 | | Gregory Keenan, M.D.(1) | 45% | $232,305 | 150% | $348,458 | | Stephen Robertson (2) | 50% | $240,950 | 150% | $361,425 |

  16. 2025 Executive Compensation Program

    (1)Effective March 20, 2026, Mr. Greenleaf, Mr. Miller, Mr. Donley and Dr. Keenan ceased to serve as officers of Aurinia. (2)Mr. 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 2025, the Compensation Committee approved long-term incentive grants to our 2025 NEOs in the form of stock options and PSUs with vesting contingent upon the achievement of pre-determined market based performance metrics.

  17. 2025 Executive Compensation Program

    | Named Executive Officers | Stock Options (# shares)(2) | Performance Stock Units (# shares)(3) | | Peter Greenleaf(1) | 443,973 | 290,728 | | Joseph Miller(1) | 124,393 | 81,457 | | Matthew Donley(1) | 126,416 | 82,781 | | Gregory Keenan, M.D.(1) | 95,570 | 62,583 | | Stephen Robertson | 128,438 | 84,106 |

  18. 2025 Executive Compensation Program

    (1)Effective March 20, 2026, Mr. Greenleaf, Mr. Miller, Mr. Donley and Dr. Keenan ceased to serve as officers of Aurinia. (2)Stock options have a 10-year term and vest over 3 years with one-third of the shares vesting on the 1-year anniversary and the remaining options vesting monthly thereafter. (3)PSUs vest in 4 tranches upon the Company’s common shares achieving a 20%, 40%, 60% and 80% increase (calculated using a 20-day volume weighted average price), respectively, compared to the grant date price, and each tranche is further subject to a one year service period following tranche achievement. The long-term incentive equity grants to our NEOs are evaluated and approved by the Compensation Committee (and, in the case of our former Chief Executive Officer, by the Board on recommendation from the Compensation Committee) annually in the context of each NEO’s total compensation. The Compensation Committee (and in the case of the former Chief Executive Officer, the Board) 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 Chief Executive Officer with respect to grants and any particular individual circumstances.

  19. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program A description of the compensation arrangements for the 2025 NEOs is set out below. Agreements with Our 2025 NEOs We had written employment agreements with each of our 2025 NEOs, other than Dr. Keenan. Each of these employment agreements set forth the initial compensation arrangements for the 2025 NEO, including an initial base salary, an annual performance incentive consisting of cash-based awards, and an equity award recommendation. These agreements and the proprietary information and invention assignment agreements each 2025 NEO executed upon commencing employment at the Company also set forth the rights and responsibilities of each party and included, 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 2025 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.

  20. Peter Greenleaf, Former President and Chief Executive Officer

    Peter Greenleaf, Former President and Chief Executive Officer On April 11, 2019, Mr. Greenleaf entered into an employment agreement with the Company for the position of President and Chief Executive Officer commencing on April 29, 2019. The agreement provided 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 would serve as a member of the Board. He was eligible to receive an annual performance incentive 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 developed regarding the incentive scheme. In addition, he was entitled to participate in the Company’s benefits programs and was paid vacation of 30 business days per year. Mr. Greenleaf’s base salary was 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 Mr. Greenleaf’s employment agreement, as modified by resolution of the Board, termination and change of control benefits were as follows: 1.In the event that Mr. Greenleaf’s employment was terminated by the Company without cause, he was entitled to receive severance pay in installments for a period of 18 months equal to his then current base salary and a lump sum payment of a full or partial annual performance incentive as determined in the sole discretion of the Board to be paid no later than the earlier of March 15 of the year following the performance year or the date that performance bonuses were otherwise paid to executives of the Company. 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 was 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 Mr. Greenleaf’s employment was 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 was entitled to receive a lump sum payment equal to 24 months of his then current base salary, and if awarded and payable, the target annual performance incentive for the year of termination. In addition, the Company was 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 would have immediately vested upon the termination of his employment and would have been 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. Mr. Greenleaf ceased to serve as an officer as of March 20, 2026. In connection with his termination of employment, Mr. Greenleaf entered into a separation agreement with the Company. Per the terms of the agreement, Mr. Greenleaf was provided with a severance package substantially as set out in his employment agreement.

  21. Joseph Miller, Former Chief Financial Officer

    Joseph Miller, Former Chief Financial Officer On April 8, 2020, Mr. Miller entered into an employment agreement with the Company for the position of Chief Financial 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 Chief Executive Officer, he was eligible to receive an annual performance incentive 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 annual performance incentive program. In addition, he was 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 Mr. Miller’s employment agreement, as modified by resolution of the Compensation Committee, termination and change of control benefits were as follows: 1.In the event that Mr. Miller’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 and a lump sum payment of a full or partial annual performance incentive as determined in the sole discretion of the Board to be paid no later than the earlier of March 15 of the year following the performance year or the date that performance bonuses were otherwise paid to executives of the Company. 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 was 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 Mr. Miller’s employment was 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 was entitled to receive a lump sum payment equal to 18 months of his then current base salary, and if awarded and payable, the target annual performance incentive for the year of termination. In addition, the Company was 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 had not yet vested, would have immediately vested upon the termination of his employment and would have been 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. Mr. Miller ceased to serve as an officer as of March 20, 2026. In connection with his termination of employment, Mr. Miller entered into a separation agreement with the Company. Per the terms of the agreement, Mr. Miller was provided with a severance package substantially as set out in his employment agreement.

  22. Matthew Donley, Former Chief Operating Officer

    Matthew Donley, Former Chief Operating Officer On July 15, 2019, Mr. Donley entered into an employment agreement with the Company for the position of Executive Vice President, Operations and Strategy. Mr. Donley became our Chief Operating Officer in November 2024. 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 Chief Executive Officer, he was eligible to receive an annual performance incentive 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 and Chief Executive Officer, subject to any rules the Company may have developed regarding the annual performance incentive program. In addition, he was 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 Mr. Donley’s employment agreement, as modified by resolution of the Compensation Committee, termination and change of control benefits were as follows: 1.In the event that Mr. Donley’s employment is 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 and a lump sum payment of a full or partial annual performance incentive as determined in the sole discretion of the Board to be paid no later than the earlier of March 15 of the year following the performance year or the date that performance bonuses were otherwise paid to executives of the Company. 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 was 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 Mr. Donley’s employment was 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 was entitled to receive a lump sum payment equal to 18 months of his then current base salary, and if awarded and payable, the target annual performance incentive for the year of termination. In addition, the Company was 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 had not yet vested, would have immediately vested upon the termination of his employment and would have been 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. Mr. Donley ceased to serve as an officer as of March 20, 2026. In connection with his termination of employment, Mr. Donley entered into a separation agreement with the Company. Per the terms of the agreement, Mr. Donley was provided with a severance package substantially as set out in his employment agreement.

  23. Stephen Robertson, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer

    Stephen Robertson, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer On September 29, 2020, Mr. Robertson entered into an employment agreement with the Company for the position of Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer. Mr. Robertson became our Chief Legal Officer, Corporate Secretary and Chief Compliance Officer in April 2026. 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 Chief Executive Officer, he is eligible to receive an annual performance incentive 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 annual performance incentive program. 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 Mr. Robertson’s employment agreement, termination and change of control benefits are as follows: 1.In the event that Mr. 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 annual performance incentive as determined in the sole discretion of the Board to be paid no later than the earlier of March 15 of the year following the performance year or the date that performance bonuses are otherwise paid to executives of the Company. 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 Mr. 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 annual performance incentive 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.

  24. Gregory Keenan, M.D., Former Chief Medical Officer

    Gregory Keenan, M.D., Former Chief Medical Officer In addition to his base salary, which was reviewed annually by the Compensation Committee in conjunction with the Chief Executive Officer, Dr. Keenan was eligible to receive an annual performance incentive with a target payment of 45% 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 annual performance incentive program. In addition, he was 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 have been 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 have been required to timely execute a general release of claims against the Company in a form acceptable to the Company. Dr. Keenan ceased to serve as an officer as of March 20, 2026. In connection with his termination of employment, Dr. Keenan entered into a separation agreement with the Company. Per the terms of the agreement, Dr. Keenan was provided with a severance package substantially as set out above. 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 provide 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 the Company’s 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.

  25. 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 2025, stock options were granted to all employees of the Company. The Board does not take material non-public information into account when determining the timing and terms of such awards. 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. Stock options granted to employees receiving a promotion are generally issued on a pre-determined schedule, being the first Monday of March or July (depending on the effective date of the promotion). Stock 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 or as part of the annual award grant to employees 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.

  26. Risk Analysis of Our Compensation Policies and Practices

    Risk Analysis of Our Compensation Policies and Practices The Compensation Committee has reviewed the Company’s compensation policies and practices, in consultation with WTW, to assess whether they encourage employees to take inappropriate risks. After reviewing and assessing the Company’s compensation philosophy, terms and practices, including the mix of fixed and variable, short and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, the Compensation Committee determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our Company as a whole. The Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; the mix of short-term compensation (in the form of salary and annual performance incentive, if any, which is based on a variety of performance factors), and long-term compensation (in the form of options to purchase our common shares and PSUs) prevents undue focus on short-term results and helps align the interests of the Company’s executive officers with the best interests of the Company.

  27. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the compensation awarded to, earned by or paid to our 2025 NEOs during the fiscal years ended December 31, 2025, 2024 and 2023.

  28. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Peter Greenleaf(5) | 2025 | 822,877 | — | 1,965,321 | 2,193,189 | 864,021 | 13,182 | 5,858,590 | | Former Chief Executive Officer | 2024 | 822,877 | — | 4,825,917 | — | 720,017 | 49,086 | 6,417,897 | | | 2023 | 822,877 | — | 8,999,997 | — | 710,760 | 39,725 | 10,573,359 | | Joseph Miller(5) | 2025 | 526,988 | — | 550,649 | 614,491 | 395,241 | 15,378 | 2,102,747 | | Former Chief Financial Officer | 2024 | 500,701 | — | 1,430,935 | — | 312,938 | 53,231 | 2,297,805 | | | 2023 | 500,701 | — | 3,093,747 | — | 342,980 | 39,509 | 3,976,937 | | Matthew Donley(5) | 2025 | 567,636 | — | 559,600 | 624,484 | 425,727 | 59,641 | 2,237,088 | | Former Chief Operating Officer | 2024 | 539,321 | — | 1,580,576 | — | 337,076 | 57,554 | 2,514,527 | | | 2023 | 513,640 | — | 3,656,242 | — | 341,571 | 46,633 | 4,558,086 | | Gregory Keenan, M.D.(5) | 2025 | 516,233 | — | 423,060 | 472,108 | 348,458 | 14,382 | 1,774,241 | | Former Chief Medical Officer | 2024 | 495,187 | — | 547,983 | — | 278,543 | 5,384 | 1,327,097 | | | 2023 | 400,232 | — | 450,039 | 453,710 | 218,706 | 9,010 | 1,531,697 | | Stephen Robertson(6) | 2025 | 481,900 | — | 568,557 | 634,473 | 361,425 | 80,155 | 2,126,510 | | Chief Legal Officer, Corporate Secretary and Chief Compliance Officer | 2024 | 471,702 | — | 1,416,911 | — | 294,814 | 33,002 | 2,216,429 | | | 2023 | 478,727 | — | 2,761,872 | — | 327,928 | 29,727 | 3,598,254 |

  29. 2025 Summary Compensation Table

    (1)Represents the grant date fair value of RSUs and PSUs 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 the 2025 amounts are included and described under the caption “Equity Incentive Plans” in Note 10 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K. The assumptions used in the calculation of these amounts in prior years 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 2023, the grant date fair value for the RSUs and PSUs was $12.01 and $8.99, respectively. For 2024, the grant date fair value for the RSUs was $5.85 and for the PSUs was $5.78. For 2025, the PSUs vest in 4 tranches upon the Company’s common shares achieving a 20%, 40%, 60% and 80% increase (calculated using a 20-day volume weighted average price), respectively, compared to the grant date price, and each tranche is further subject to a one year service period following tranche achievement. The average grant date fair value for the PSUs was $6.76. (2)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. (3)The amounts reported in this column represent annual performance-based incentive payouts. For more information, see the section titled “Annual Performance Incentive” in the CD&A and the Grants of Plan-Based Awards table below. (4)The amounts reported in this column primarily represent the following for 2025: for Mr. Greenleaf, Mr. Miller, Mr. Donley and Dr. Keenan employer contributions to 401(k) of $11,750, $13,946, $14,000 and $14,000, respectively; for Mr. Donley this also includes $30,902 for expenses related to work travel, plus an associated gross up payment of up to $13,307 for applicable taxes related to such travel expenses; and for Mr. Robertson this includes employer contributions to RRSP, medical services plan and $73,415 for employer health tax benefits. (5)Effective March 20, 2026, Mr. Greenleaf, Mr. Miller, Mr. Donley and Dr. Keenan ceased to serve as officers of Aurinia. (6)Mr. Robertson’s salary, annual performance incentive and other non-equity compensation were translated from CAD to USD using the annual average foreign exchange rates from the Bank of Canada.

  30. 2025 Grants of Plan-Based Awards Table

    2025 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 2025:

  31. 2025 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 ($/Sh) | Closing Price on Date of Grant of Option Awards ($/Sh)(2) | Grant Date Fair Value of Stock And Option Awards($)(3) | | Name | Grant Date | Threshold (Minimum) ($) | Target ($) | Maximum ($) | Threshold (Minimum) (#) | Target (#) | Maximum (#) | | | | | | | Peter Greenleaf(4) | | | | | | | | | | | | | | Annual Performance Incentive | — | — | 576,014 | 1,152,028 | — | — | — | — | — | — | | — | | Performance Stock Unit | 2/28/2025 | — | — | — | 72,682 | 290,728 | 290,728 | — | — | — | | 1,965,321 | | Stock Option Award | 2/28/2025 | — | — | — | — | — | — | — | 443,973 | 7.55 | 7.95 | 2,193,189 | | Joseph Miller(4) | | | | | | | | | | | | | | Annual Performance Incentive | — | — | 263,494 | 526,988 | — | — | — | — | — | — | | | | Performance Stock Unit | 2/28/2025 | — | — | — | 20,364 | 81,457 | 81,457 | — | — | — | | 550,649 | | Stock Option Award | 2/28/2025 | — | — | — | — | — | — | — | 124,393 | 7.55 | 7.95 | 614,491 | | Matthew Donley(4) | | | | | | | | | | | | | | Annual Performance Incentive | — | — | 283,818 | 567,636 | — | — | — | — | — | — | | | | Performance Stock Unit | 2/28/2025 | — | — | — | 20,695 | 82,781 | 82,781 | — | — | — | | 559,600 | | Stock Option Award | 2/28/2025 | — | — | — | — | — | — | — | 126,416 | 7.55 | 7.95 | 624,484 | | Gregory Keenan, M.D.(4) | | | | | | | | | | | | | | Annual Performance Incentive | | — | 232,305 | 464,611 | — | — | — | — | — | — | | | | Performance Stock Unit | 2/28/2025 | — | — | — | 15,645 | 62,583 | 62,583 | — | — | — | | 423,061 | | Stock Option Award | 2/28/2025 | — | — | — | — | — | — | — | 95,570 | 7.55 | 7.95 | 472,108 | | Stephen Robertson | | | | | | | | | | | | | | Annual Performance Incentive(5) | — | — | 240,950 | 481,900 | — | — | — | — | — | — | | | | Performance Stock Unit | 2/28/2025 | — | — | — | 21,026 | 84,106 | 84,106 | — | — | — | | 568,557 | | Stock Option Award | 2/28/2025 | — | — | — | — | — | — | — | 128,438 | 7.55 | 7.95 | 634,473 |

  32. 2025 Grants of Plan-Based Awards Table

    (1)These amounts represent annual performance incentive payments for each NEO for 2025. There were no threshold amounts and maximum annual performance incentive amounts were set at 200%. The actual payout is reported under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.” (2)In accordance with the terms of the Company’s Equity Incentive Plan, the exercise price established for stock options is equal to the per share closing price on the day immediately prior to the date of grant. (3)The PSUs vest in 4 tranches upon the Company’s common shares achieving a 20%, 40%, 60% and 80% increase (calculated using a 20-day volume weighted average price), respectively, compared to the grant date price, and each tranche is further subject to a one year service period following tranche achievement. The estimates of aggregate compensation cost are recognized over the service period determined as of the grant date under FASB ASC Topic 718. (4)Effective March 20, 2026, Mr. Greenleaf, Mr. Miller, Mr. Donley and Dr. Keenan ceased to serve as officers of Aurinia. (5)Mr. Robertson’s cash incentive was translated from CAD to USD using the annual average foreign exchange rate from the Bank of Canada.

  33. 2025 Outstanding Equity Awards At Fiscal Year-End Table

    2025 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, 2025. 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 former Chief Executive Officer) and the Board, on recommendation of the Compensation Committee (for our former Chief Executive Officer and without the Chief Executive Officer being present for deliberations and approval). Except as noted below, all of the equity awards were granted under our Equity Incentive Plan.

  34. 2025 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(6) | 4/29/2019(2) | 1,600,000 | — | 6.17 | 4/29/2029 | — | — | | | 12/21/2020 | 817,024 | — | 13.03 | 12/21/2030 | — | — | | | 3/2/2022 | 534,188 | — | 12.01 | 3/2/2032 | — | — | | | 3/2/2023 | — | — | — | — | 222,469 | 3,548,381 | | | 2/20/2024 | — | — | — | — | 441,026 | 7,034,365 | | | 3/4/2024 | — | — | — | — | 82,692 | 1,318,937 | | | 2/28/2025 | — | 443,973 | 7.55 | 2/28/2035 | — | — | | | 2/28/2025 | — | — | — | — | 290,728 | 4,637,112 | | Joseph Miller(6) | 12/21/2020 | 270,610 | — | 13.03 | 12/21/2030 | — | — | | | 3/2/2022 | 178,063 | — | 12.01 | 3/2/2032 | — | — | | | 3/2/2023 | — | — | — | — | 76,474 | 1,219,760 | | | 2/20/2024 | — | — | — | — | 130,769 | 2,085,766 | | | 3/4/2024 | — | — | — | — | 24,519 | 391,078 | | | 2/28/2025 | — | 124,393 | 7.55 | 2/28/2035 | — | — | | | 2/28/2025 | — | — | — | — | 81,457 | 1,299,239 | | Matthew Donley(6) | 8/19/2019 | 250,000 | — | 5.73 | 8/19/2029 | — | — | | | 12/21/2020 | 236,952 | — | 13.03 | 12/21/2030 | — | — | | | 3/2/2022 | 178,063 | — | 12.01 | 3/2/2032 | — | — | | | 3/2/2023 | — | — | — | — | 90,378 | 1,441,529 | | | 2/20/2024 | — | — | — | — | 144,444 | 2,303,882 | | | 3/4/2024 | — | — | — | — | 27,083 | 431,974 | | | 2/28/2025 | — | 126,416 | 7.55 | 2/28/2035 | — | — | | | 2/28/2025 | — | — | — | — | 82,781 | 1,320,357 | | Gregory Keenan, M.D.(6) | 3/6/2023(5) | 75,158 | 6,832 | 8.99 | 3/6/2033 | — | — | | | 3/6/2023(5) | — | — | — | — | 16,687 | 266,158 | | | 1/30/2024 | — | — | — | — | 45,495 | 725,645 | | | 2/28/2025 | — | 95,570 | 7.55 | 2/28/2035 | — | — | | | 2/28/2025 | — | — | — | — | 62,583 | 998,199 | | 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 | 178,063 | — | 12.01 | 3/2/2032 | — | — | | | 3/2/2023 | — | — | — | — | 68,270 | 1,088,907 | | | 2/20/2024 | — | — | — | — | 129,487 | 2,065,318 | | | 3/4/2024 | — | — | — | — | 24,279 | 387,250 | | | 2/28/2025 | — | 128,438 | 7.55 | 2/28/2035 | — | — | | | 2/28/2025 | — | — | — | — | 84,106 | 1,341,491 |

  35. 2025 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. The option exercise price for the grants in 2019 were denominated in CAD and translated for the purposes of this proxy from CAD to USD using the Bank of Canada exchange rate on December 31, 2025. (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 in accordance with Nasdaq Listing Rule 5635(c)(4). (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 PSUs granted in 2024 are at 75% of initial grant (representing threshold performance level), based on actual achievement of performance metrics. PSUs granted in 2024 held at fiscal year-end shall vest in two equal installments in the two years following the achievement of metrics. PSUs granted in 2025 vest in 4 tranches upon the Company’s common shares achieving a 20%, 40%, 60% and 80% increase (calculated using a 20-day volume weighted average price), respectively, compared to the grant date price, and each tranche is further subject to a one year service period following tranche achievement. (4)Amounts reported are calculated using $15.95, the per share closing price on December 31, 2025. (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). (6)Effective March 20, 2026, Mr. Greenleaf, Mr. Miller, Mr. Donley and Dr. Keenan ceased to serve as officers of Aurinia.

  36. 2025 Option Exercises and Shares Vested

    2025 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, 2025:

  37. 2025 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) | — | — | 796,606 | 8,339,174 | | Joseph Miller(2) | — | — | 258,428 | 2,712,845 | | Matthew Donley(2) | — | — | 292,162 | 3,085,384 | | Gregory Keenan, M.D.(2) | — | — | 39,434 | 317,505 | | Stephen Robertson | — | — | 243,190 | 2,540,313 |

  38. 2025 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)Effective March 20, 2026, Mr. Greenleaf, Mr. Miller, Mr. Donley and Dr. Keenan ceased to serve as officers of Aurinia.

  39. 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 including the circumstances that result in potential payments, see “Other Features of Our Executive Compensation Program—Agreements with Our Named Executive Officers” beginning on page 26. The following table discloses the potential payments upon a qualifying 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, 2025, or discretion of the Board in the case of Dr. Keenan. Each scenario assumes each NEOs’ compliance with a post-employment restrictive covenant agreement and execution of a release of claims.

  40. 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(4) | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 1,234,316 | — | 30,414 | — | 1,264,730 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 1,645,754 | — | 30,414 | 40,406,579 | 42,082,747 | | Joseph Miller(4) | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 526,988 | — | 48,255 | — | 575,243 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 790,482 | — | 48,255 | 7,532,494 | 8,371,231 | | Matthew Donley(4) | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 567,636 | — | 48,255 | — | 615,891 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 851,454 | — | 48,255 | 10,508,104 | 11,407,813 | | Gregory Keenan, M.D.(4) | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 516,234 | — | 48,255 | — | 564,489 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 516,234 | — | 48,255 | 3,363,440 | 3,927,929 | | Stephen Robertson(5) | | | | | | | Termination Without Cause Not in Connection with a Change in Control | 682,691 | — | 1,872 | — | 684,563 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 768,028 | — | 1,872 | 7,847,591 | 8,617,491 |

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

    (1)The assumption used for lump sum target annual performance incentive payment is that no annual performance incentive is paid. Any payment of an annual performance incentive is at the discretion of the Company. (2)The assumption used for the health insurance premiums is 12 months of coverage. (3)The value of vesting acceleration is based on the closing price of $15.95 per common share on December 31, 2025 for unvested awards. For vesting acceleration not in connection with a change in control, we have assumed a qualifying termination as of December 31, 2025. (4)Effective March 20, 2026, Mr. Greenleaf, Mr. Miller, Mr. Donley and Dr. Keenan ceased to serve as officers of Aurinia and received payments in line with the line item titled “Termination Without Cause Not in Connection with a Change in Control”. (5)Mr. Robertson’s cash amounts were translated from CAD to USD using the annual average foreign exchange rate from the Bank of Canada.

  42. 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.

  43. 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) | | 2025 | 5,858,590 | 17,551,618 | 2,060,146 | 5,138,392 | 115.33 | 83.61 | 287.2 | 283.1 | | 2024 | 6,417,897 | 7,623,575 | 2,207,895 | 2,425,045 | 64.93 | 63.12 | 5.8 | 235.1 | | 2023 | 10,573,359 | 14,915,528 | 3,892,438 | 5,271,052 | 65.00 | 69.15 | (78.0) | 175.5 | | 2022 | 8,837,397 | (8,899,595) | 3,275,710 | (748,376) | 31.24 | 70.15 | (108.2) | 134.0 | | 2021 | 1,240,389 | 16,344,707 | 718,163 | 4,188,759 | 165.37 | 92.16 | (181.0) | 45.6 |

  44. 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.

  45. Pay Versus Performance Disclosure

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Joseph Miller | Joseph Miller | Joseph Miller | Joseph Miller | Joseph Miller | | Matthew Donley | Matthew Donley | Matthew Donley | Matthew Donley | Matthew Donley | | Stephen Robertson | Stephen Robertson | Stephen Robertson | Stephen Robertson | Stephen Robertson | | Gregory Keenan, M.D. | Scott Habig | Volker Knappertz | Massimiliano Colao | Massimiliano Colao | | | Gregory Keenan, M.D. | | Volker Knappertz | | | | | | Neil Solomons | |

  46. 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, 2020, 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 2025. This performance measure may not have been the most important financial performance measure for 2021 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

  47. 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) | | 2025 | 5,858,590 | (4,158,510) | 15,851,538 | 17,551,618 | | 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 | | 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) | | 2025 | 2,060,146 | (1,111,855) | 4,190,101 | 5,138,392 | | 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 |

  48. 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

  49. 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 ($) | | 2025 | 9,525,700 | 5,200,923 | — | 1,124,915 | — | — | 15,851,538 | | 2024 | 7,425,760 | (30,559) | — | (1,363,605) | — | — | 6,031,596 | | 2023 | 8,999,997 | 1,566,255 | — | 2,775,914 | — | — | 13,342,166 | | 2022 | 2,799,360 | (5,421,035) | — | (7,613,305) | — | — | (10,234,980) | | 2021 | — | 10,202,439 | — | 4,901,879 | — | — | 15,104,318 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,546,874 | 1,361,720 | — | 281,507 | — | — | 4,190,101 | | 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 |

  50. 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 2025 to Company performance.

  51. 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 former Chief Executive Officer as of December 31, 2025, 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 2025, the annual total compensation of our median employee (other than the former Chief Executive Officer) was $320,246 and the annual total compensation of the former Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement/Circular, was $5,858,590. Based on this information, the ratio of the annual total compensation of the former Chief Executive Officer to the median of the annual total compensation of all other employees was approximately 18 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 former Chief Executive Officer as of December 31, 2025 (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 annual performance incentives earned during fiscal 2025 and the grant date fair value of equity awards granted in fiscal 2025 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, 2025 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.

  52. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  53. 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, 2025.

  54. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($)(3) | | Current Directors | | | | | Kevin Tang(4) | — | — | — | | Jeffrey Bailey | 74,875 | 199,998 | 274,873 | | Craig Johnson | 76,688 | 199,998 | 276,686 | | Kathy Goetz(5) | 32,699 | 339,995 | 372,694 | | Tina S. Nova, Ph.D.(5) | 34,162 | 339,995 | 374,157 | | Former Directors | | | | | Dr. David R.W. Jayne(6) | 17,063 | — | 17,063 | | Dr. Karen Smith(6) | 17,251 | — | 17,251 | | Jill Leversage(6) | 17,438 | — | 17,438 |

  55. 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 2025. (2)The Company granted a total of 202,418 stock options on May 16, 2025 with a fair value of $5.34 to each of the then non-management directors. The amounts reported represent 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 “Equity Incentive Plans” in Note 10 to our consolidated financial statements included in the Company’s 2025 Annual Report. (3)The aggregate remuneration paid to the directors of the Company in 2025 was $1,350,162. (4)Mr. Tang has elected to waive all compensation for his service as a director. Effective March 23, 2026, he was appointed Chief Executive Officer of the Company and has elected not to receive salary, bonus, equity awards or other compensation from the Company. (5)Ms. Goetz and Dr. Nova were appointed to the Board on May 15, 2025. In relation to that appointment, Ms. Goetz and Dr. Nova were each granted 63,724 stock options on May 15, 2025. with a fair value of $5.34. 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 “Equity Incentive Plans” in Note 10 to our consolidated financial statements included in the Company’s 2025 Annual Report. (6)Dr. Jayne, Dr. Smith and Ms. Leversage ceased to be directors as of May 15, 2025.

  56. 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 2025. During 2025, non-employee directors (other than the Chair of the Board) earned an annual retainer fee of $45,000 for serving as a Board member. In 2026, following peer review, the annual retainer fee was increased to $50,000. The Chair of the Board has elected not to receive salary, bonus, equity awards or other compensation. Directors were paid in U.S. dollars at the end of each quarter. Annual committee compensation for 2025 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, for 2025 non-employee directors were entitled to an annual equity grant equivalent to $200,000 and an equity grant equivalent to $340,000 upon the election or appointment as a new Board member. In 2026, following peer review, the annual equity grant equivalent award was increased to $250,000. All of the stock options issued to directors are exercisable for ten years and vest in full at 12 months. In 2026, the Board appointed Mr. Johnson as Lead Independent Director. The Lead Independent Director is entitled to an additional cash retainer fee of $25,000.