Nurix Therapeutics Inc

Say-on-Pay Results

At our 2023 Annual Meeting, we conducted a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “say-on-pay” proposal). Our stockholders approved the fiscal 2022 compensation of our named executive officers with approximately 61% of the votes cast in favor of our say-on-pay proposal. In contrast, at our annual meeting of stockholders in May 2022, which was the first year our say-on-pay proposal was presented to our stockholders, our say-on-pay proposal received the support of 96% of the votes cast. Our Compensation Committee believes the decreased support for fiscal year 2022 compensation as compared to fiscal year 2021 compensation occurred primarily as a result of a one-time company-wide equity award retention program during fiscal year 2022, which included our named executive officers. Our Compensation Committee determined that this fiscal year 2022 company-wide equity award retention program provided a necessary incentive to keep our team focused on driving towards our success at a time when many stock options held by our employees, including our named executive officers, were significantly underwater and were no longer providing incentive or retentive value. During fiscal year 2023, we did not grant similar one-time retention equity awards to our employees, including our named executive officers.

Following our 2023 Annual Meeting, our Compensation Committee reviewed the results of our say-on-pay proposal and concluded that, although the results with respect to our fiscal 2022 compensation were disappointing, it continues to believe that our executive compensation program is correctly aligned with the current stage of our company’s maturity and is effective at attracting and retaining top-tier executives to drive our strategic initiatives in a highly competitive market. Consequently, our Compensation Committee did not make any significant changes to our executive compensation program based on its review of the voting results, other than making a decision not to grant any additional one-time retention equity awards in fiscal 2023. Our Board of Directors values the opinions of our stockholders, and our Compensation Committee will continue to consider the results of future stockholder votes, as well as feedback received throughout the year, when making compensation decisions for our executives, including our named executive officers.

Role of Compensation Committee and Board of Directors

Our Compensation Committee is responsible for overseeing the total compensation of our named executive officers, including the underlying philosophy and related policies of our compensation program. In its capacity, the Compensation Committee designs, implements, reviews, approves and, as it deems appropriate, recommends for approval to our Board of Directors, all compensation for our CEO and our other named executive officers. From time to time, and in conjunction with our Compensation Committee, the independent members of our Board of Directors may also be involved in setting the compensation of our CEO and other named executive officers and determining the corporate objectives upon which our short-term and long-term incentives are based. Our Compensation Committee’s decisions and recommendations regarding executive compensation are based on the Compensation Committee’s assessment of the performance of Nurix and each individual executive officer, as well as other factors, such as prevailing industry trends and the competitive market for executive talent.

Role of CEO and Management

Our CEO contributes recommendations to the Compensation Committee regarding the base compensation and target incentive amounts of our named executive officers, though not with respect to his own compensation. These recommendations take into account factors such as internal pay equity, changes in responsibilities, personal performance and contributions, and retention requirements, as well as applicable peer and industry compensation levels.

Our Compensation Committee considers, but is not required to follow, management’s recommendations, and may adjust compensation up or down as it determines in its discretion. The CEO is not present for discussions regarding his pay but is present during discussions of pay for the other named executive officers.

Role of Independent Compensation Consultant

The Compensation Committee retained Aon as its independent outside compensation consultant to provide objective analysis in support of our compensation program. The Compensation Committee has sole authority to retain or replace its independent compensation consultants, and annually evaluates Aon’s independence and performance under applicable SEC rules and Nasdaq listing rules. The Compensation Committee believes that working with an independent compensation consultant helps inform and support our objectives to recruit and retain qualified executives and align executive and stockholder interests, and ensures that executive compensation packages appropriately motivate and reward ongoing achievement of our long term business goals. The Compensation Committee conducted a specific review of its relationship with Aon in fiscal year 2023 and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest.

For our fiscal year 2023, Aon assisted the Compensation Committee with, among other things:

Use of a Peer Group & Competitive Data

With Aon’s analysis and recommendations, in August 2022 the Compensation Committee developed and approved a peer group of companies to inform a broad perspective on competitive pay levels and practices for making fiscal year 2023 compensation decisions. When selecting peers, the Compensation Committee used the following criteria:

Using the above criteria, the Compensation Committee determined the fiscal year 2023 peer group would consist of the following 21 companies:

In setting compensation for our executive officers, including our named executive officers, the Compensation Committee uses competitive compensation data from an Aon annual total compensation study of the selected peer group companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. The Compensation Committee uses our peer group as one data point among many when setting executive pay packages.