The 2025 CEO total compensation of approximately $5.86 million is reasonable for a commercial-stage biotech with a $2.1 billion market cap and an approved product generating over $283 million in net revenue, and does not appear materially above the benchmark for a CEO in this sector and size band. Pay mix is well-structured: the largest components are performance-tied equity (stock options and performance stock awards that vest only if the stock price achieves meaningful milestones of 20% to 80% above grant price) and a cash bonus paid at 150% of target reflecting a Board-assessed corporate achievement score tied to pre-set financial, commercialization, and pipeline goals — with no purely time-vested stock awards granted in 2025. The company's 1-year stock return of +107% far outpaced the XBI — SPDR S&P Biotech ETF's +81% return, and the 3-year return of +47% while trailing the peer median by only 8.5 percentage points is well short of the 65-percentage-point threshold needed to flag a pay-for-performance misalignment; a Dodd-Frank-compliant clawback policy is in place, and the incoming 2026 leadership team has dramatically reduced the pay structure with the new CEO taking zero compensation.

PwC has audited Aurinia since at least 1997, giving it a tenure of approximately 29 years, which exceeds the 25-year threshold that triggers a No vote under the policy. The non-audit fee ratio is well within acceptable bounds — non-audit fees (audit-related fees of $13,850 plus tax fees of $47,327, totaling $61,177) represent only about 7% of core audit fees of $842,964, posing no independence concern on that dimension. However, the proxy does not provide a specific and compelling rationale for the auditor's continued engagement beyond confirming lead partner rotation under Sarbanes-Oxley rules, which alone is insufficient to override the tenure trigger; accordingly, a vote AGAINST ratification is warranted.