UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                        Filed by a Party other than the Registrant  ☐

Check the appropriate box:

NURIX THERAPEUTICS, INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

NURIX THERAPEUTICS, INC.

1700 Owens Street, Suite 205

San Francisco, California, 94158

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 6, 20215, 2022

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 20212022 Annual Meeting of Stockholders of Nurix Therapeutics, Inc. (Nurix) will be held via a virtual meeting due to the public health and travel concerns our stockholders may have and recommendations that public health officials have issued and may issue in light of the coronavirus (COVID-19)pandemic. You will be able to participate in the 20212022 Annual Meeting and vote during the 20212022 Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/NRIX2021NRIX2022 on Thursday, May 6, 20215, 2022, at 9:00 a.m. (Pacific Time). It is important that you retain a copy of the control number found on the proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the virtual meeting.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 12, 202111, 2022, are entitled to receive notice of, and to vote at, the meeting and any adjournments thereof. This Notice and the accompanying proxy statement are being mailed out to stockholders as of the record date beginning on or about March 25, 2021.2022.

For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders through our investor relations website at ir.nurixtx.com/shareholder-resources/contact-ir.

The stockholder list will also be available during the virtual meeting via www.virtualshareholdermeeting.com/NRIX2021NRIX2022..

Your vote as a Nurix Therapeutics, Inc. stockholder is very important. Each share of common stock that you own represents one vote.

For questions regarding your stock ownership, you may contact us through our website at ir.nurixtx.com/shareholder-resources/contact-ir or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC, by email through their website at http:www.astfinancial.com or by phone at (800) 1-800-937-5449937-5449. or 1-718-921-8300. Whether or not you expect to attend the virtual meeting, we encourage you to read the

proxy statement and vote through the internet or by telephone, or to request, sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement.

By Order of the Board of Directors,
Arthur T. Sands, M.D., Ph.D.
President and Chief Executive Officer

San Francisco, California

March 25, 2021

NURIX THERAPEUTICS, INC.

PROXY STATEMENT FOR 20212022 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents

NURIX THERAPEUTICS, INC.

1700 Owens Street, Suite 205

San Francisco, California, 94158

PROXY STATEMENT FOR THE 20212022 ANNUAL MEETING OF STOCKHOLDERS

May  6, 20215, 2022

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors of Nurix Therapeutics, Inc. (Nurix, Therapeuticsthe company, we, us, or the Company)our) for use at the Company’s 2021Nurix’s 2022 Annual Meeting of Stockholders (Annual Meeting) to be held via a virtual meeting due to the public health and travel concerns our stockholders may have and recommendations that public health officials have issued and may issue in light of the coronavirus (COVID-19)pandemic. You will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/NRIX2021NRIX2022 on Thursday, May 6, 20215, 2022 at 9:00 a.m. (Pacific Time), and any adjournment or postponement thereof. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual meeting.

This proxy statement and the accompanying form of proxy were first mailed to stockholders on or about March 25, 2021.2022. An Annual Report on Form 10-K for the fiscal year ended November 30, 20202021 is enclosed with this proxy statement. An electronic copy of this proxy statement and Annual Report on Form 10-K are available at http://www.proxyvote.com.

GENERAL INFORMATION ABOUT THE MEETING

Purpose of the Meeting

At the meeting, stockholders will act upon the proposals described in this proxy statement. In addition, we will consider any other matters that are properly presented for a vote at the meeting. We are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly presented for a vote at the meeting, the persons named in the proxy, who are officers of the company, have the authority in their discretion to vote the shares represented by the proxy.

Record Date; Quorum

Only holders of record of Nurix common stock at the close of business on March 12, 2021,11, 2022, the record date, will be entitled to vote at the meeting. At the close of business on March 12, 2021, 44,315,86011, 2022, 44,854,116 shares of Nurix common stock were outstanding and entitled to vote.

The holders of a majority of the voting power of the shares of stock entitled to vote at the meeting as of the record date must be present or represented by proxy at the meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the meeting if you are present and vote online at the virtual meeting or if you have properly submitted a proxy.

GENERAL PROXY INFORMATION

Voting Rights; Required Vote

Each holder of shares of Nurix common stock is entitled to one vote for each share of common stock held as of the close of business on March 12, 2021,11, 2022, the record date. You may vote all shares owned by you at such date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Dissenters’ rights are not applicable to any of the matters being voted on.

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None of the directors or executive officers has any substantial interest in any matter to be acted upon, other than Proposal 3 and elections to office with respect to the directors so nominated in Proposal 1.

Abstentions; Withholding; Broker Non-Votes

Abstentions occur when shares present at the Annual Meeting are marked “Abstain.” Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. At the Annual Meeting, abstentions will have no effect on ProposalProposals 1, 2, 3 or Proposal 2.4.

A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (stockholder withholding) with respect to a particular matter. In addition, a broker may not be permitted to vote on shares held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (broker non-vote). These broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes of determining the presence of a quorum, but are not treated as votes cast and, therefore, will have no effect on ProposalProposals 1, 2, 3 or Proposal 2.4.

Brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal 2 is considered a

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2 and 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 4, you may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the meeting, your shares will be voted in accordance with the recommendations of our Board of Directors stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the meeting.

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the internet or by mail. If you requested or received paper proxy materials by mail, please complete, sign, date and return each proxy card to ensure that all of your shares are voted.

Expenses of Soliciting Proxies

We will pay the expenses associated with soliciting proxies. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, email, telephone, facsimile, by other

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CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE

We are committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of the company. Our Corporate Governance Guidelines are available without charge on the investor relations section of our website at ir.nurixtx.com/corporate-governance/documents-chartersoverview.

Board Composition and Leadership Structure

The positions of Chief Executive Officer and Chair of our Board of Directors are held by two different individuals (Arthur T. Sands and David L. Lacey, respectively). This structure allows our Chief Executive Officer

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Audit Committeecommittee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). In order to be considered independent for purposes of Rule 10A-3, a member of an Audit Committeeaudit committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee,audit committee, the Boardboard of Directorsdirectors or any other Boardboard committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that Leon Chen, Julia P. Gregory, Lori A. Kunkel, David L. Lacey, Judith A. Reinsdorf, Clay B. Siegall, Paul M. Silva, and Jeffrey K. Tong, representing fiveseven of our sixeight incumbent directors, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market.Nasdaq. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each directors’ business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any affiliates.

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Compensation Committee

Our Compensation Committee is composed of Drs. Kunkel, Lacey, Siegall and Tong (until the date of the Annual Meeting), with Dr. Lacey serving as the chairperson of our Compensation Committee. Effective as of the Annual Meeting, our Compensation Committee will be composed of Dr. Lacey, as the chairperson of our Compensation Committee.Committee, and Drs. Kunkel and Siegall. Each member of our Compensation Committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and meets the requirements for independence under the current Nasdaq Stock Market and SEC rules and regulations. Our Compensation Committee is responsible for, among other things:

The Compensation Committee has the sole authority and responsibility, subject to any approval by the Board of Directors which the Compensation Committee or legal counsel determines to be desirable or required by applicable law or the Nasdaq rules, to determine all aspects of executive compensation packages for theour Chief Executive Officer and other executive officers. The Compensation Committee also makes recommendations to our Board of Directors regarding the form and amount of compensation of non-employee directors. The Compensation Committee may take into account the recommendations of the Chief Executive Officer with respect to compensation of the other executive officers, and the recommendations of the Board of Directors or

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without the committee’s prior approval. The Compensation Committee has determined that none of the work performed by Radford during the fiscal year ended November 30, 20202021 raised any conflict of interest.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Drs. Chen andDr. Kunkel and Mses. Gregory and Reinsdorf, with Ms. Gregory withserving as the chairperson of our Nominating and Corporate Governance Committee. Effective as of the Annual Meeting, our Nominating and Corporate Governance Committee will be composed of Ms. Gregory, as the chairperson of our Nominating and Corporate Governance Committee.Committee, and Ms. Reinsdorf and Mr. Silva. Each member of our Nominating and Corporate Governance Committee meets the requirements for independence under the current Nasdaq listing standards.rules. Our Nominating and Corporate Governance Committee is responsible for, among other things:

Development Advisory Committee

Our Development Advisory Committee is composed of Drs. Kunkel, Lacey and Lacey,Siegall, with Dr. Kunkel serving as the chairperson of our Development Advisory Committee. Our Development Advisory Committee is responsible for, among other things:

Code of Business Conduct and Ethics

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. We intend to disclose future amendments to certain provisions of our code of business

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Governance

We are committed to corporate governance policies and practices demonstrating the highest standards of business ethics. We have procedures in market valueplace to help ensure compliance with governmental regulations. We review industry trends and best practices so we can continue to foster an environment centered around accountability. Governance CSR highlights include:

Compensation Committee Interlocks and Insider Participation

During fiscal year 2020,2021, Drs. Kunkel, Lacey, Siegall and Tong served on our Compensation Committee. None of our current executive officers has served as a member of the Boardboard of Directors,directors, or as a member of the Compensation Committeecompensation committee or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation Committee during the fiscal year ended November 30, 2020.2021.

Board and Committee Meetings and Attendance

The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time. During fiscal year 2020,2021, the Board of Directors held 13 meetings including telephoniceight meetings; the Audit Committee held 7five meetings; the Compensation Committee held 9eight meetings; the Nominating and Corporate Governance Committee held 1four meeting; and the Development Advisory Committee held 1four meeting. During fiscal year 2020,2021, none of the directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board of Directors during his or her tenure and the total number of meetings held by all committees of the Board of Directors on which such director served during his or her tenure. The independent members of the Board of Directors also meet separately without management directors on a regular basis to discuss such matters as the independent directors consider appropriate.

Board Attendance at Annual Stockholders’ Meeting of Stockholders

We invite and encourage each member of our Board of Directors to attend our annual meetings of stockholders. We completed our initial public offering in July 2020 and did not have an annual meeting of our stockholders in fiscal year 2020. Westockholders; however, we do not have a formal policy regarding attendance of our annual meetings of stockholders by the members of our Board of Directors.Directors at our annual meetings of stockholders. All of the then-serving members of our Board of Directors attended our 2021 annual meeting of stockholders.

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of the Board of Directors or a specific member of our Board of Directors (including our Chair) may do so by letters addressed to:

Nurix Therapeutics, Inc.

c/o Secretary

1700 Owens Street, Suite 205

San Francisco, California, 94158

All communications by letter addressed to the attention of our Secretary will be reviewed by the Secretary and provided to the members of the Board of Directors unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the Board of Directors.

Considerations in Evaluating Director Nominees

The Nominating and Corporate Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to

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

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Stockholder Proposals to Be Presented at Next Annual Meeting.”

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PROPOSAL NO. 1

ELECTION OF CLASS III DIRECTORS

Our Board of Directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class III will stand for election at this meeting. The terms of office of directors in Class III and Class III do not expire until the annual meetings of stockholders to be held in 20222024 and 2023, respectively. Our Nominating and Corporate Governance Committee recommended to our Board of Directors, and our Board of Directors nominated Ms. Reinsdorf and Dr. Lacey and Ms. Gregory,Siegall, each an incumbent Class III director, for election as Class III directors at the Annual Meeting. At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of the Class III nominees be elected as a Class III director for a three-year term expiring at the annual meeting of stockholders to be held in 20242025 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. Dr. Tong, a current Class II director, will not stand for re-election at the Annual Meeting.

Each director will be elected by a plurality of the votes present at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the two individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR”“FOR ALL NOMINEES,” “WITHHOLD AUTHORITY FOR ALL NOMINEES,” or vote “FOR ALL EXCEPT” one or bothmore of the nominees or “WITHHOLD” your vote with respect to one or both of the nominees.you specify. Shares represented by proxies will be voted “FOR” the election of each of the Class I nominees,“FOR ALL NOMINEES” unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than two directors.

Nominees to the Board of Directors

The nominees and their ages as of March 12, 202111, 2022 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.

Judith A. Reinsdorf has served as a member of our Board of Directors since October 2021. Ms. Reinsdorf most recently served as Executive Vice President and General Counsel of Johnson Controls International plc, a global leader in building products and technology and integrated solutions, from September 2016 to November 2017, following its merger with Tyco International plc, where she served as Executive Vice President and General Counsel from March 2007 to September 2016. She currently serves on the board of directors of Cornerstone Building Brands, Inc. and EnPro Industries, Inc., and on the advisory board of Teach for America – New Jersey and the NACD New Jersey Chapter. Previously, Ms. Reinsdorf served on the boards of Alexion Pharmaceuticals, Inc. until its acquisition by AstraZeneca plc in 2021 and The Dun & Bradstreet Corporation from 2013 until 2019 when it was taken private. Ms. Reinsdorf began her career in 1989 as an associate at Crowell & Moring LLP and held various legal counsel positions at Monsanto Company, Pharmacia Corporation and C.R. Bard, Inc.

Ms. Reinsdorf holds a B.A. from the University of Rochester and a J.D. from Cornell Law School. We believe that Ms. Reinsdorf is qualified to serve on our Board of Directors due to her extensive experience in executive roles across multiple industries.

Clay B. Siegall, Ph.D., has served as a member of our Board of Directors since May 2021. Dr. Siegall currently serves as President, Chief Executive Officer, and Chairman of the board of directors of Seagen Inc. (formerly Seattle Genetics, Inc.), a biotechnology company focused on revolutionizing cancer care. Dr. Siegall co-founded Seagen in 1998. Prior to co-founding Seagen, Dr. Siegall worked for the Bristol-Myers Squibb Pharmaceutical Research Institute from 1991 to 1997, most recently as a Principal Scientist. From 1988 to 1991, Dr. Siegall was a Staff Fellow/Biotechnology Fellow at the National Cancer Institute, National Institutes of Health. Dr. Siegall has served as the Chairman of the board of directors for Umoja, a private biotechnology company since October 2021. Previously, Dr. Siegall served as a director of Ultragenyx Pharmaceuticals, Inc. from January 2014 to June 2021, Alder BioPharmaceuticals, Inc. from November 2005 to October 2019 and Mirna Therapeutics, Inc. from January 2013 to December 2016. Dr. Siegall received a B.S. in Zoology from the University of Maryland and a Ph.D. in Genetics from George Washington University. We believe that Dr. Siegall is qualified to serve on our Board of Directors due to his experience in leading biotechnology companies from discovery stage to commercial stage.

Continuing Directors

The directors who are serving for terms that end following the Annual Meeting and their ages as of March 11, 2022, are provided in the table below. Additional biographical information for each continuing director is set forth in the text below the table.

David Lacey, M.D., has served as a member of our board of directors since April 2016, and as Chairman of our board of directors since August 2019. Dr. Lacey is a biopharmaceutical consultant at David L. Lacey LLC, where he advises academic institutions, biotechnology companies and venture capital firms, a position he has held since July 2011. Dr. Lacey currently serves on the board of directors of Arcus Biosciences, Inc., Argenx SE, Atreca, Inc., Inbiomotion SL and Unity Biotechnology, Inc. From 1994 until his retirement in 2011, Dr. Lacey held various positions, including Senior Vice President of Discovery Research, at Amgen Inc. Dr. Lacey holds a B.A. in Biology from the University of Colorado, Denver and an M.D. from the University of Colorado School of Medicine. We believe Dr. Lacey is qualified to serve on our board of directors due to his extensive experience both in leading drug discovery and as an advisor to companies in the life sciences industry.

Julia P. Gregory has served as a member of our boardBoard of directorsDirectors since August 2019. Ms. Gregory is currently Chair and Chief Executive Officer of Isometry Advisors, Inc., a biotechnology financial, strategy and management advisory firm, and Managing Director at M.M. Dillon & Co., Inc., a healthcare and technology focused investment bank.firm. Ms. Gregory formerly served as Chief Executive Officer at ContraFect Corporation, or

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University of Pennsylvania. We believe that Ms. Gregory’s industry leadership and expertise in strategy development and implementation, investment banking and business development qualifies her to serve as a member of our boardBoard of directors.Directors.

Continuing Directors

The directors who are serving for terms that end following the Annual Meeting and their ages as of March 12, 2021 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.

Leon Chen, Ph.D., has served as a member of our boardBoard of directorsDirectors since January 2020.July 2019. Dr. Chen has beenKunkel is a Partnerbiotechnology consultant at The Column Group, a healthcare venture capital firm, since October 2019 and was previously a Venture Partner at OrbiMed, an investment firm, from June 2013 to September 2019. Prior to that, Dr. Chen was a Partner at Skyline Ventures from August 2007 to June 2013, and an Entrepreneur in Residence at Venrock Associates from April 2007 to September 2007. In 2002, Dr. Chen founded KAI Pharmaceuticals, Inc.LAK505, LLC (previously D2D, LLC), where he worked until 2007.she advises on drug development, strategy and commercialization, a position she has held since 2004. Dr. ChenKunkel currently serves on the board orof directors of LogicBioCuris, Inc., Oric Pharmaceuticals, Inc. and K36 Therapeutics, Inc. She previously served as a director of Loxo Oncology, Inc. from October 2014 until February 2019, Tocagen Inc. from September 2015 to June 2020 and Remix Therapeutics.Maverick Therapeutics Inc. from May 2015 to August 2021. Dr. Chen holdsKunkel served as Chief Medical Officer of Pharmacyclics LLC from 2011 to 2013 and of Proteolix, Inc. from 2007 to 2009. Dr. Kunkel also serves as a scientific advisor to a number of public and private biotechnology companies. Dr. Kunkel received a B.A. in MolecularBiology from University of California, San Diego and Cell Biologyan M.D. from the University of California, Berkeley, a Ph.D. in Molecular Pharmacology from Stanford School of Medicine and an M.B.A. from Stanford Graduate School of Business.Southern California. We believe that Dr. ChenKunkel is qualified to serve on our boardBoard of directorsDirectors due to his extensiveher clinical development expertise and experience as an entrepreneur and investor in the life sciences industry and his scientific background and training.biopharmaceutical industry.

Jeffrey Tong, Ph.D.David L. Lacey, M.D., has served as a member of our Board of Directors since April 2016, and as Chairman of our board of directors since February 2018.August 2019. Dr. TongLacey is currently a Partnerbiopharmaceutical consultant at Third Rock Ventures, aDavid L. Lacey LLC, where he advises academic institutions, biotechnology companies and venture capital firm, wherefirms, a position he has workedheld since May 2016. From January 2016 to January 2017,July 2011. Dr. Tong served as Executive Chairman of the Board of Delinia, Inc. (acquired by Celgene Corporation in 2017), a biotechnology company focused on autoimmune diseases. Dr. Tong served as President and Chief Executive Officer of Nora Therapeutics Inc. from 2010 to 2015 and was a member of the executive team of Infinity Pharmaceuticals, Inc. from 2001 to 2010. Dr. TongLacey currently serves as a member ofon the board of directors of several private companies.Arcus Biosciences, Inc., Atreca, Inc., and Inbiomotion SL. From 1994 until his retirement in 2011, Dr. TongLacey held various positions, including Senior Vice President of Discovery Research, at Amgen Inc. Dr. Lacey holds an A.B.a B.A. in BiochemistryBiology from Harvard College, an M.M.S from Harvard Medical Schoolthe University of Colorado, Denver and an A.M. and Ph.D. in ChemistryM.D. from Harvard University.the University of Colorado School of Medicine. We believe Dr. TongLacey is qualified to serve on our boardBoard of directors because ofDirectors due to his extensive experience working withboth in leading drug discovery and serving onas an advisor to companies in the boards of directors of various life sciences companies.industry.

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Board Diversity Matrix

Our Board of Directors is one-third female and each of the standing committees of our Board of Directors has diverse representation. In addition, on our Board of Directors there are three directors who hold doctorates of medicine, three directors who hold doctorates of philosophy, one director who holds a juris doctorate and one director who holds a masters in business administration. The table below provides certain highlights of the composition of our Board of Directors as of March 11, 2022. Each of the categories listed in the table below has the meaning set forth in Nasdaq Rule 5605(f).

Non-Employee Director Compensation

For the fiscal year ended November 30, 2020,2021, our non-employee directors received the following compensation pursuant to a program adopted by our Board of Directors, which was paid quarterly in arrears and was pro-rated for partial quarters served:

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Non-employee directors are also reimbursed for reasonable expenses incurred in serving as a director, including travel expenses for attending meetings of our Board of Directors.

The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the fiscal year ended November 30, 2020.2021. Dr. Sands, our President and Chief Executive Officer, received no compensation for his service as a director during fiscal year 2020.2021.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”FOR ALL” NOMINEES IN THE ELECTION OF EACH OF THE NOMINATED CLASS III DIRECTORS.

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PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected PricewaterhouseCoopers LLP as our principal independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending November 30, 2021.2022. PricewaterhouseCoopers LLP audited our financial statements for the fiscal years ended November 30, 20202021 and 2019.2020. We expect that representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2021.2022. Although ratification by stockholders is not required by law, our Audit Committee is submitting the selection of PricewaterhouseCoopers LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approvalvote of a majority of the votes castvoting power of the shares present at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the proposal, the Audit Committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in our best interests and the interests of our stockholders.

The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements for the fiscal years ended November 30, 20202021 and 2019.2020.

Principal Accountant Fees and Services

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by our Audit Committee.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2.

PROPOSAL NO. 3

NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with the rules of the SEC, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers. This non-binding advisory vote is commonly referred to as a “say on pay” vote. The non-binding advisory vote on the compensation of our named executive officers, as disclosed in this proxy statement, will be determined by the affirmative vote of a majority of the voting power of the shares present at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote “FOR” or “AGAINST” the matter.

Stockholders are urged to read the “Executive Compensation” section of the proxy statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our Compensation Committee and Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting.

“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion and the other related disclosures.”

As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3, APPROVING THE COMPENSATION PAID BY US TO OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 4

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY

VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with the rules of the SEC, we are providing our stockholders with an opportunity to make a non-binding, advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers. This non-binding advisory vote must be submitted to stockholders at least once every six years.

You have four choices for voting on this proposal. You can choose whether future non-binding advisory votes on the compensation of our named executive officers should be conducted every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS.” You may also “ABSTAIN” from voting. The frequency that receives the greatest number of votes cast by stockholders on this matter at the meeting will be deemed to be the preferred frequency option of our stockholders.

After careful consideration, our Board of Directors recommends that future non-binding advisory votes on the compensation of our named executive officers be held every year because it will allow stockholders to provide direct and timely input on our compensation philosophy, policies and practices.

Stockholders are not voting to approve or disapprove the Board of Directors’ recommendation. Instead, stockholders may indicate their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers by selecting one year, two years or three years. Stockholders that do not have a preference regarding the frequency of future advisory votes may abstain from voting on the proposal.

As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation Committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our named executive officers.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE “ONE YEAR” OPTION AS THE

FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.

REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of the Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless and only to the extent that we specifically incorporate it by reference.

The Audit Committee has reviewed and discussed with our management and PricewaterhouseCoopers LLP our audited financial statements as of and for the fiscal year ended November 30, 2020.2021. The Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the U.S. Securities and Exchange Commission.

The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements as of and for the fiscal year ended November 30, 20202021 be included in our Annual Report on Form 10-K for the fiscal year ended November 30, 20202021 for filing with the U.S. Securities and Exchange Commission.

Submitted by the Audit Committee

Julia P. Gregory, Chair

David Lacey, M.D.Paul M. Silva

Jeffrey K. Tong, Ph.D.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 12, 2021,11, 2022, by:

Percentage ownership of our common stock is based on 44,315,86044,854,116 shares of our common stock outstanding on March 12, 2021.11, 2022. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 12, 202111, 2022 to be outstanding and to be beneficially owned by the person or entity holding the option for the purpose of computing the percentage ownership of that person or entity but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Nurix Therapeutics, Inc., 1700 Owens Street, Suite 205, San Francisco, California 94158.

16

EXECUTIVE OFFICERS

The following table provides information regarding our executive officers as of March 12, 2021:11, 2022:

Arthur T. Sands has served as our President since June 2020 and as our Chief Executive Officer and a member of our Board of Directors since September 2014. Dr. Sands’ biographical information is set forth above under the heading “Proposal No. 1 Election of Class III Directors — Continuing Directors.”

Pierre Beaurang, Ph.D. has served as our Chief Business Officer since February 2016 and served as our Vice President, Business and Corporate Development from September 2014 to January 2016. Prior to joining us, Dr. Beaurang served in a variety of roles at Five Prime Therapeutics, Inc., a biotechnology company developing immune modulators and precision therapies for solid tumor cancers, from 2001 to September 2014, including as Associate Director, Licensing and Collaborations, Director, Business Development, Senior Director, Business Development and Executive Director Business Development. Dr. Beaurang holds a B.A. in Biology and M.A. in Biotechnology from Boston University, and a Ph.D. in Molecular and Cell Biology from the University of California, Berkeley.

Gwenn Hansen, Ph.D. has served as our Chief Scientific Officer since June 2020 and served as our Senior Vice President, Research from July 2019 through May 2020. Prior to becoming our Senior Vice President, Research, Dr. Hansen served as our Vice President, Drug Discovery Technologies, from September 2018 to July 2019, Senior Director, Drug Discovery Technologies, from February 2018 to September 2018, Director, Drug Discovery Technologies, from July 2017 to February 2018, and Director, Library Discovery from December 2015 to July 2017. From August 2014 to October 2015, Dr. Hansen was an associate professor in the Center for Drug Discovery at Baylor College of Medicine. From 2001 to 2014, Dr. Hansen served in a variety of discovery-focused roles at Lexicon Pharmaceuticals. Dr. Hansen holds a B.A. in Biology from Gustavus Adolphus College and a Ph.D. in Biomedical Sciences from the University of Tennessee-Knoxville.

Christine Ring, Ph.D., J.D., has served as our Secretary since March 2020 and as our General Counsel since September 2019. Prior to joining us, Dr. Ring served as Senior Vice President, Legal from February 2018 to April 2019 and Vice President, Legal from June 2014 to February 2018 of Dermira, Inc., a biopharmaceutical company focused on medical dermatology. From 2006 to June 2014, Dr. Ring worked for Amyris, Inc., a biotechnology company focused on renewable fuels and specialty chemicals, as Vice President and Chief IP Counsel from 2006 to 2011 and Senior Vice President, Technology Strategy and Licensing from 2012 to June 2014. From 2001 to 2006, Dr. Ring served as the Director of Intellectual Property for Sunesis Pharmaceuticals, Inc. From 2000 to 2001, Dr. Ring served as Senior Patent Attorney for Kosan Biosciences Incorporated. Prior to that, Dr. Ring served as an associate at Pillsbury Madison & Sutro, LLP (now Pillsbury Winthrop Shaw Pittman, LLP) and Limbach & Limbach, LLP. Dr. Ring holds an A.B. in Biophysics from the University of California, Berkeley, a Ph.D. in Pharmaceutical Chemistry from the University of California, San Francisco, and a J.D. from the University of California, Hastings College of the Law.

Hans van Houte has served as our Chief Financial Officer since June 2020 served asand has led our Senior Vice President, Finance from January 2018 through May 2020 and served as our Vice President, Finance, from March 2016 to January 2018.finance team since 2015. Prior to joining us, Mr. van Houte was a managing partner at Bionation LLC, a financial consulting firm, from July 2009 to February 2016. From 2008 to 2009,and served as acting Chief Financial Officer for multiple biotechnology companies. Mr. van Houte also formerly served as Vice President, Finance and Administration of Allozyne, Inc., and from 2003 to 2008, Mr. van Houte served asin various senior financial roles at biotechnology companies, including Vice President, Finance and Operations of Trubion Pharmaceuticals, Inc. Mr. van Houte previously served in various finance rolesand Controller, Treasurer and Principal Accounting Officer at Ostex International Inc. and Vertex Pharmaceuticals Incorporated. Mr. van Houte holds a B.S. in Business Administration, Finance and Accounting from Babson College.

Gwenn Hansen, Ph.D. has served as our Chief Scientific Officer since June 2020 and served as our Senior Vice President, Research from July 2019 through May 2020. Since joining Nurix in 2015, Dr. Hansen has served in a variety of positions and has focused on establishing the company’s DNA encoded library technology platform for small molecule discovery in addition to leading the discovery organization. Prior to joining us, Dr. Hansen was an associate professor in the Center for Drug Discovery at Baylor College of Medicine and served in a variety of discovery-focused roles at Lexicon Pharmaceuticals. Dr. Hansen holds a B.A. in Biology from Gustavus Adolphus College and a Ph.D. in Biomedical Sciences from the University of Tennessee-Knoxville.

19Christine Ring, Ph.D., J.D., has served as our Secretary since March 2020 and as our General Counsel since September 2019. Prior to joining us, Dr. Ring served as Senior Vice President, Legal from February 2018 to April 2019 and Vice President, Legal from June 2014 to February 2018 of Dermira, Inc., a biotechnology company focused on medical dermatology. Dr. Ring also formerly served as Senior Vice President of Technology, Strategy & Licensing at Amyris, Inc., a biotechnology company focused on renewable and specialty chemicals. Dr. Ring holds an A.B. in Biophysics from the University of California, Berkeley, a Ph.D. in Pharmaceutical Chemistry from the University of California, San Francisco, and a J.D. from the University of California, Hastings College of the Law.

Stefani A. Wolff has served as our Chief Operating Officer and Executive Vice President of Product Development since June 2021. Ms. Wolff is a member of the board of directors of Rain Therapeutics Inc., a precision oncology company, and previously served in a variety of roles at Principia Biopharma Inc., including as Chief Development Officer from August 2018 to September 2020, and as Senior Vice President of Strategy and Operations from January 2017 to August 2018. From May 2013 until December 2015, she was Vice President of Development at Onyx Pharmaceuticals, Inc. and participated in the company’s transition to Amgen Inc. Ms. Wolff spent significant time at Genentech, Inc. and participated in founding the Oncology business, including commercially launching Rituxan in 1997 and building the BioOncology brand, and in development leading the B-cell therapy portfolio across multiple molecules. Early in her career she served in a variety of roles at Eli Lilly & Co. Ms. Wolff earned her B.A. in Chemistry and B.S. in Pharmacy from the University of North Carolina, Chapel Hill.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis (CD&A), we provide an overview of the philosophy and objectives of our executive compensation program, as well as a description of its material components. In addition, we explain how and why our Compensation Committee arrived at specific compensation policies and decisions involving our named executive officers for the year ended November 30, 2021, or fiscal 2021. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide additional compensation information for our named executive officers (NEOs).

As of November 30, 2021, our named executive officers consisted of:

Executive Summary

The following tablespast year was a significant and accompanying narrative disclosure set forth information abouthighly productive year for Nurix as we advanced four wholly owned programs from our proprietary DELigase platform into clinical development and demonstrated the first proof of mechanism of targeted protein degradation in patients with hematologic malignancies.

In the past year, we have accomplished much, including:

This CD&A outlines how our executive compensation programs incentivize our management team to lead our company’s success going forward and align the team’s interests with our stockholders. We have ambitious clinical trial, pipeline and business development goals for fiscal 2022. We believe we are well-positioned to maintain the momentum of the past year and look forward to sharing clinical data from our four clinical programs as we continue to advance our internal pipeline and make progress in our strategic collaborations with Sanofi and Gilead.

Compensation Program and Practices

Compensation Philosophy

Our Compensation Committee believes an appropriate, well-designed compensation program should align executive interests with the drivers of growth and stockholder returns by supporting Nurix’s achievement of its primary business goals. Further, the compensation providedprogram must enable us to attract and retain employees whose talents, expertise and leadership can drive our success and sustained growth in long-term stockholder value.

In transitioning from a private company following our initial public offering in 2020, we have made gradual changes to our executive compensation program. We will continue to design and implement a compensation program that is appropriate for our company given our business, industry, growth and other factors.

How We Pay for Performance

We operate in an intensely competitive market and seek to attract and retain a highly talented management team. To meet this challenge, we have embraced a performance-oriented compensation philosophy focused on creating long-term value. Our executive compensation program is heavily weighted toward variable, at-risk pay through short-term cash incentives and long-term equity awards. Our Compensation Committee used its judgment, as well as market data in consultation with its independent compensation consultant, to establish an appropriate mix of pay elements that will reward executives for the achievement of specific financial and key strategic objectives while also creating long-term stockholder value.

		Salary •  Provides the primary fixed pay element •  Set to be competitive to our peers while reflecting an executive officer’s responsibilities, experience, demonstrated performance, and expected future contributions
		Target Bonus •  Variable, annual cash-based incentives
		•  Target opportunities set between 40-50% of base salary •  Rewards the achievement of short-term strategic objectives, as well as individual contributions
		Stock Options •  Long-term, retentive equity awards •  Incentivizes executives to deliver long-term stockholder value •  Four-year vesting •  Value of options dependent on stock price performance, thereby aligning executive and stockholder interests

Key Governance Features

To inform and guide our pay structure, we adhere to certain practices that encourage decision-making grounded in the long-term interests of our stockholders and Nurix alike.

Compensation Determination Process

Role of Compensation Committee and Board of Directors

Our Compensation Committee is responsible for overseeing the total compensation of our executive officers, duringincluding the fiscal years ended November 30, 2020underlying philosophy and 2019. Theserelated 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 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 executive officers who includeand determining the corporate objectives upon which our principalshort-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 two most highly-compensatedcompetitive market for executive officers (other thantalent.

Role of CEO and Management

Our CEO contributes recommendations to the Compensation Committee regarding the base compensation and target incentive amounts of our principalNEOs, 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 benchmarks.

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 all other NEOs.

Role of Independent Compensation Consultant

The Compensation Committee retained Radford, part of the Rewards Solutions practice at Aon plc, 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 Radford’s independence and performance under applicable SEC rules and Nasdaq listing standards. 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 officer) who were serving asand stockholder interests, and ensures that executive officers atcompensation packages appropriately motivate and reward ongoing achievement of our long term business goals. The Compensation Committee conducted a specific review of its relationship with Radford in fiscal 2021 and determined that Radford’s work for the endcompensation committee did not raise any conflicts of theinterest.

For our fiscal year ended November 30, 2020, were:2021, Radford assisted the Compensation Committee with, among other things:

Use of a Peer Group & Competitive Data

With Radford’s analysis and recommendations, in April 2020 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 2021 compensation decisions. When selecting peers, the Compensation Committee used the following criteria:

Using the above criteria, the Compensation Committee determined the fiscal year 2021 peer group would consist of the following 17 companies:

In setting compensation for our executive officers, including our NEOs, 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 compensation peer group as one data point among many when setting executive pay packages.

Elements of Our Executive Compensation Program

The Company’s executive compensation program consists of three primary elements: base salaries, annual cash incentives, and long-term equity awards, which for fiscal 2021 was provided in the form of stock options. As noted above, our Compensation Committee consults with our independent compensation consultant and, among other considerations, reviews the pay practices of our peer group in determining the mix and size of each element of our compensation program.

Base Salary

Base salary is the only fixed component of our NEOs’ total cash compensation and provides competitive and stable pay to attract and retain our executives. We make annual salary decisions by taking into account competitive data, the skills and experience that each executive brings to Nurix, and the performance contributions of each executive. The base salaries for our NEOs for fiscal year 2021 are included below.

Annual Cash Incentives

We believe that a portion of the target total cash compensation for each NEO should be in the form of an annual cash incentive opportunity, which is intended to motivate our executive officers to achieve annual corporate and individual performance objectives. The CEO does not have individual performance objectives as he is more directly responsible for the achievement of our corporate objectives.

Each NEO’s target bonus is calculated as a percentage of his or her base salary. In February 2021, the board of directors, upon recommendation from the Compensation Committee, determined the target bonus percentage for each NEO for fiscal year 2021. Based on its consideration of the compensation practices of the fiscal year 2021 peer group and the intensely competitive talent market, it determined that the CEO’s target bonus would remain at 50% and the other NEOs would have their target bonus percentage increased to 40% from 35%. Ms. Wolff was eligible to receive a pro-rata portion of her fiscal year 2021 bonus, based on her service from her start date through the end of fiscal year 2021.

For fiscal year 2021, the annual bonuses for our executive officers were based on the achievement of corporate objectives and, for the NEOs other than the CEO, individual performance objectives, with bonuses weighted at 70% for corporate performance objectives (100% for the CEO) and 30% for individual objectives for the NEOs other than the CEO. We believe this weighting is appropriate as it incentivizes significant focus on strategic corporate goals, as well as individual growth and leadership. The corporate performance goals for the fiscal year 2021 bonuses were determined by our board of directors, upon recommendation from the Compensation Committee, and included certain developmental, research, financial, and operational milestones, as discussed below.

In addition, our fiscal year 2021 bonus program included two stretch goals (indicated below) under which any actual annual cash bonus otherwise payable could be increased by 25% if both stretch goals were achieved, such that the maximum bonus that could have been achieved for fiscal year 2021 is 125% of the executive’s target bonus opportunity. We did not provide for any guaranteed minimum bonus payment.

These corporate objectives were designed to directly impact our ability to advance and expand our product portfolio platform, advance our strategic business and financial partnerships, advance our hiring needs and increase our personnel space, and increase the overall value of the Company in the future. In particular, our product development goals emphasized the importance of meeting key development milestones in preparing the organization for future growth and creating shareholder value. Likewise, our product development goals were aligned with our strategic investment in R&D. The goals pertain to confidential company development and business plans, the disclosure of which in any additional granularity would result in competitive harm to the company. The board of directors believed that each of these goals would be significantly challenging and would require a high level of performance in order to be achieved.

In January 2022, the independent members of our board of directors reviewed performance against the fiscal year 2021 corporate goals stated above. The independent members of our board of directors recognized the effective execution and significant progress made on certain critical business goals, including our advancement of four wholly owned programs from our proprietary DELigase platform into clinical development and demonstration of the first proof of mechanism of targeted protein degradation in patients with hematologic malignancies, all of which it believed required significant effort and leadership from our named executive officers. The independent members of our board of directors considered these achievements to be significant and consistent with expectations and corporate performance in the aggregate to have exceeded its expectations particularly in the context of the COVID pandemic. Accordingly, our board of directors determined that our corporate goals were achieved at 110%.

The Compensation Committee and our independent board of directors, following recommendations from our Compensation Committee, determined that Drs. Hansen and Ring General Counsel and Secretary.Ms. Wolff achieved their individual performance objectives at 100% for total bonus achievement of 107% and Mr. van Houte achieved his individual performance objectives at 95% for a total bonus achievement of 105.5%. Since the CEO did not have individual performance objectives, Dr. Sands’s bonus was earned at 110%. Our independent board of directors and our Compensation Committee approved cash bonuses for fiscal 2021 for the NEOs as follows:

Annual Equity Grants

Because of the direct relationship between the value of our equity awards and the fair market value of our common stock, we believe that granting long-term equity awards is the best method of motivating our NEOs in a manner that aligns their interest with our long-term strategic direction and the interests of our stockholders, as well as providing executive officers an incentive to remain with us as their equity awards vest. We have historically granted equity awards to new executive officers upon the commencement of their employment and consider additional grants to existing executive officers annually, based on our overall corporate performance, individual performance, the equity award practices of our peer group companies, the executive’s potential for future responsibility and criticality of his or her work to our long-term success, and the retentive value of the executive officers’ outstanding awards.

For fiscal year 2021, our long-term incentive program consisted of stock options granted annually. As discussed above, these stock options are intended to incentivize delivery of sustainable long-term value and to provide strong retentive value for our executive officers.

Our Compensation Committee worked with our independent compensation consultant to determine the appropriate pay mix between equity compensation and cash compensation and they considered the practices of our peer group as one data point in their determination of the appropriate proportion and size of the equity grants. We believe stock options were an appropriate equity instrument for our NEOs for fiscal 2021, as stock options will only have value if our stock price rises and therefore reward performance and strong growth. Our stock option grants have ten-year terms and four-year vesting provisions to align with long-term value creation .

New Hire Equity Grants

We referalso provide new hire stock option grants to these individualsour executive officers during their first year of service to attract and retain top talent. In connection with Ms. Wolff’s commencement of employment with Nurix, after consultation with our independent compensation consultant, we provided her with a new hire option grant with respect to 443,865 shares, 25% of which will vest after 12 months and 1/48^th of which will vest in monthly installments thereafter for a total vesting period of four years.

Special Bonuses

In connection with Ms. Wolff’s commencement of employment with us, and pursuant to the terms of her individually negotiated offer letter with us, we agreed to provide Ms. Wolff with a one-time sign-on bonus of $150,000, which bonus must be repaid by Ms. Wolff if she voluntarily resigns her position without Good Reason (as defined in our Severance and Change in Control Plan) prior to August 16, 2022, the end of her first year of employment with us. We may utilize signing and special retention bonuses on occasion to attract and/or retain top talent.

Other Benefits

Our named executive officers are eligible to participate in our employee benefit plans on the same basis as our “namedother employees, including our 401(k) plan and health and welfare plans.

Other Compensation Practices and Policies

Hedging and Pledging Prohibitions

All of our employees, officers and directors, consultants, and contractors (covered persons) are subject to our Insider Trading Policy. The policy prohibits the unauthorized disclosure of any material nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading.

The policy also includes specific provisions which bar covered persons from hedging and pledging our securities. Covered persons are prohibited from pledging Nurix securities as collateral in a margin account or for loans unless specific pre-approval has been obtained from Nurix’s general counsel. Additionally, covered persons are barred from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities.

Employment Agreements

Each of our named executive officers is employed at-will and their compensation is reviewed periodically and subject to the discretion of our board of directors and Compensation Committee. We have entered into offer letters with each of our named executive officers. Each of these offer letters provide for at-will employment and include each officer’s base salary, an annual incentive cash bonus opportunity and standard employee benefit plan participation. The offer letters also acknowledge that each named executive officer will participate in our Severance and Change in Control Plan. Any potential payments and benefits due upon a termination of employment or in connection with a change in control of us are described below in “ —Potential Payments upon Termination or Change in Control.”

Accounting and Tax Considerations

We account for equity-based compensation under FASB ASC Topic 718, “Compensation–Stock Compensation,” which requires us to value and record an expense over the service period of the award. Thus, we may record an expense in one year for awards granted in earlier years. Accounting rules also require the recording of cash compensation as an expense when earned.

The Compensation Committee considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended in designing, establishing, and implementing our executive compensation policies and practices. Section 162(m) generally prohibits us from deducting any compensation over $1 million per taxable year paid to certain of our named executive officers.

While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.

In addition to considering the tax consequences, the Compensation Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

Risks from Compensation Policies and Practices

The Compensation Committee reviews our compensation policies and practices to determine areas of potential risks and the actions we have taken, or should take, to mitigate any such identified risks. Based on the Compensation Committee’s review of our compensation policies and practices, we do not believe that any risks relating to our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on our business.

Report of the Compensation Committee

This report of the Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Our compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the members of the Compensation Committee of the Board of Directors:

David Lacey, M.D., Chairman

Clay B. Siegall, Ph.D.

Jeffrey Tong, Ph.D.

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to and earned by our named executive officers during the years ended November 30, 2019 and 2020.

20

Special Recognition Bonus Program

In October 2019, we adopted a one-time special recognition bonus program for Dr. Hansen and certain other employees. Under the program, Dr. Hansen received a cash bonus payment of $244,000 paid in five equal installments of $48,800. The first installment was paid in November 2019, with subsequent payments made on July 31, 2020, November 30, 2020, July 30, 2021 and November 30, 2021.

Non-Equity Incentive Plan Awards

Annual bonuses for our executive officers are based on the achievement of corporate and individual performance objectives. For the 2020 bonuses, these objectives included certain developmental and regulatory milestones. In February 2021, our board of directors met to review performance against the 2020 corporate and individual performance objectives and approved 2020 cash bonuses for the named executive officers in the amounts set forth in the “Non-equity incentive plan compensation” column of the “Summary compensation table” above, which represented approximately 125% of Dr. Sands’ 2020 target bonus, approximately 123% of Dr. Hansen’s 2020 target bonus, and approximately 121% of Dr. Ring’s 2020 target bonus.

2020 Outstanding Equity Awards at Fiscal Year-End Table

The following table presents, for each of our named executive officers, information regarding outstanding stock options held as of November 30, 2020.