ACCURAY INC 10-K

Item 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15(e) of the Exchange Act) as of June 30, 2021. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by our Annual Report on Form 10‑K, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f) of the Exchange Act. Under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the guidelines established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2021. The effectiveness of our internal control over financial reporting as of June 30, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included herein. (c) Changes in Internal Control over Financial Reporting Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated any changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2021, and has concluded that there was no change during such quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations of Internal Controls Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 136 Item 9B. OTHE R INFORMATION None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 137 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Accuray Incorporated Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Accuray Incorporated (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended June 30, 2021, and our report dated August 17, 2021 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP San Jose, California August 17, 2021 138 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors, Executive Officers and Corporate Governance The information in our 2021 Proxy Statement regarding directors and executive officers appearing under the headings “Proposal One—Election of Directors,” “Executive Officers” and “Delinquent Section 16(a) Reports” is incorporated herein by reference. In addition, the information in our 2021 Proxy Statement regarding the director nomination process, the Audit Committee financial expert and the identification of the Audit Committee members appearing under the heading “Corporate Governance and Board of Directors Matters” is incorporated herein by reference. There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors. Item 11. EXECUTIVE COMPENSATION The information in our 2021 Proxy Statement appearing under the headings “Executive Compensation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” “Compensation of Non‑Employee Directors” and “Corporate Governance and Board of Directors Matters—Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information in our 2021 Proxy Statement appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information in our 2021 Proxy Statement appearing under the headings “Certain Relationships and Related Transactions” and “Corporate Governance and Board of Directors Matters—Director Independence” is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information in our 2021 Proxy Statement appearing under the headings “Proposal Three—Ratification of Appointment of Independent Registered Public Accounting Firm—Audit and Non‑Audit Services” and “Proposal Three—Ratification of Appointment of Independent Registered Public Accounting Firm—Audit Committee Pre‑Approval Policies and Procedures” is incorporated herein by reference. 139 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) We have filed the following documents as part of this report: 1. Consolidated Financial Statements (as set forth in Item 8) Page No. Report of Independent Registered Public Accounting Firm 92 Consolidated Balance Sheets 94 Consolidated Statements of Operations and Comprehensive Income (Loss) 95 Consolidated Statements of Stockholders’ Equity 96 Consolidated Statements of Cash Flows 97 Notes to Consolidated Financial Statements 98 2. Consolidated Financial Statement Schedules All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Annual Report on Form 10‑K. 3 Exhibits The following exhibits are incorporated by reference or filed herewith. Incorporated by Reference Exhibit No. Exhibit Description Filer (ARAY/ TOMO) Form File No. Exhibit Filing Date Furnished or Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of Registrant. ARAY 8‑K 001‑33301 3.1 02/06/2013 140 3.2 Amended and Restated Bylaws of Registrant. ARAY 8‑K 001‑33301 3.1 03/23/2015 4.1 Indenture by and between Registrant and the Bank of New York Mellon Trust Company, N.A., dated as of February 13, 2013. ARAY 10‑Q 001‑33301 4.1 05/09/2013 4.2 Indenture by and between Registrant and the Bank of New York Mellon Trust Company, N.A., dated as of April 24, 2014. ARAY 8‑K 001‑33301 4.1 04/25/2014 4.3 Indenture between Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of August 7, 2017. ARAY 8-K 001-33301 4.1 08/08/2017 4.4 Form of Common Stock Certificate. ARAY S‑1/A 333‑138622 4.3 02/05/2007 4.5 Form of 3.75% Convertible Senior Note due 2022 (included in Exhibit 4.3). ARAY 8-K 001-33301 4.1 08/08/2017 4.6 First Supplemental Indenture, dated as of December 4, 2017, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee . ARAY 8-K 001-33301 4.1 12/04/2017 4.7 Indenture, dated as of May 13, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee . ARAY 8-K 001-33301 4.1 05/18/2021 4.8 Form of 3.75% Convertible Senior Note due 2026 (included in Exhibit 4.7) ARAY 8-K 001-33301 4.1 5/18/2021 10.1 Industrial Complex Lease by and between Registrant and MP Caribbean, Inc., dated July 9, 2003, as amended by the First Amendment to Industrial Complex Lease effective as of December 9, 2004 and the Second Amendment to Industrial Complex Lease effective as of September 25, 2006. ARAY S‑1 333‑138622 10.1 11/13/2006 10.2 Third Amendment to Industrial Complex Lease dated January 16, 2007. ARAY 10‑K 001‑33301 10.1(a) 09/04/2007 10.3 Fourth Amendment to Industrial Complex Lease by and between the Registrant and BRCP Caribbean Portfolio, LLC, dated September 18, 2007. ARAY 10‑Q 001‑33301 10.3 02/04/2010 10.4 Fifth Amendment to Industrial Complex Lease by and between the Registrant and BRCP Caribbean Portfolio, LLC, dated April 1, 2008 . ARAY 10‑Q 001‑33301 10.4 02/04/2010 10.5 Sixth Amendment to Industrial Complex Lease by and between the Registrant and I & G Caribbean, Inc., dated December 18, 2009. ARAY 10‑Q 001‑33301 10.5 02/04/2010 10.6 Seventh Amendment to Lease by and between the Registrant and DWF III Caribbean, LLC, dated June 20, 2014. ARAY 8‑K 001‑33301 10.1 06/24/2014 141 10.7 Eighth Amendment to Lease by and between the Registrant and DWF III Caribbean, LLC, dated October 31, 2014. ARAY 10‑Q 011‑33301 10.1 02/06/2015 10.8 Ninth Amendment to Lease by and between Google LLC and Accuray Incorporated, dated March 4, 2019. ARAY 10‑Q 011‑33301 10.1 05/09/2019 10.9 Accuray Incorporated 1998 Equity Incentive Plan and forms of agreements relating thereto . ARAY S‑1 333‑138622 10.4 11/13/2006 10.10* Accuray Incorporated 2007 Incentive Award Plan . ARAY 10‑K 001‑33301 10.8 09/19/2011 10.11* Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement. ARAY 8‑K 001‑33301 99.2 09/02/2014 10.12* Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement. ARAY 8‑K 001‑33301 99.1 09/02/2014 10.13* Form of Stock Option Grant Notice and Stock Option Agreement. ARAY 8‑K 001‑33301 99.3 11/23/2011 10.14* Form of Market Stock Unit Grant Notice and Award Agreement. ARAY 8‑K 001‑33301 99.1 10/17/2012 10.15* Accuray Incorporated Amended and Restated 2016 Equity Incentive Plan and forms of award agreements thereunder. X 10.16* Amended and Restated 2007 Employee Stock Purchase Plan. ARAY 8-K 001-33301 10.2 11/25/2020 10.17* Accuray Incorporated Performance Bonus Plan, as amended on September 22, 2016 . ARAY DEF14A 001‑33301 Appendix C 10/07/2016 10.18* Accuray Incorporated Company Bonus Plan . ARAY 10‑Q 001‑33301 10.6 11/06/2018 10.19* Stand-Alone Inducement Restricted Stock Unit Agreement between Registrant and Shigeyuki Hamamatsu, effective September 29, 2017. ARAY S-8 333-220698 99.1 09/28/2017 10.20* Form of Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement for Patrick Spine. ARAY S-8 333-224547 99.1 04/30/2018 10.21* Form of Accuray Incorporated Stand-Alone Inducement Performance Unit Agreement for Patrick Spine. ARAY S-8 333-224547 99.2 04/30/2018 10.22* Form of Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for Patrick Spine. ARAY S-8 333-224547 99.3 04/30/2018 10.23* Form of Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement for Suzanne Winter. ARAY S-8 333-234412 99.1 10/31/2019 10.24* Form of Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for Suzanne Winter. ARAY S-8 333-234412 99.2 10/31/2019 10.25* Form of Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement for Jim Dennison . ARAY S-8 333-251038 99.4 11/30/2021 142 10.26* Form of Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for Jim Dennison . ARAY S-8 333-251038 99.5 11/30/2021 10.27* Form of Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement for J.P. Pignol . ARAY S-8 333-255701 99.1 0 4/30/2021 10.28* Form of Accuray Incorporated Stand-Alone Inducement Stock Option Agreement for J.P. Pignol . ARAY S-8 333-255701 99.2 0 4/30/2021 10.29* TomoTherapy Incorporated 2000 Stock Option Plan, as amended, and forms of option agreements thereunder. ARAY S‑8 333‑174952 99.1 06/17/2011 10.30* TomoTherapy Incorporated 2002 Stock Option Plan, as amended, and forms of option agreements thereunder. ARAY S‑8 333‑174952 99.2 06/17/2011 10.31* TomoTherapy Incorporated 2007 Equity Incentive Plan, as amended, and forms of option agreements thereunder. ARAY S‑8 333‑174952 99.3 06/17/2011 10.32* Form of Indemnification Agreement by and between Registrant and each of its directors and executive officers. ARAY 10‑Q 001‑33301 10.7 05/10/2011 10.33 Development and OEM Supply Agreement by and between TomoTherapy Incorporated and Analogic Corporation, dated January 27, 2003. TOMO S‑1/A 333‑140600 10.11 04/16/2007 10.34* Amended and Restated Renewal Executive Employment Agreement by and between the Registrant and Joshua H. Levine, dated January 1, 2020. ARAY 10‑Q 001‑33301 10.1 05/08/2020 10.35* Executive Employment Agreement by and between Registrant and Shigeyuki Hamamatsu, dated January 1, 2021 . ARAY 10‑Q 001‑33301 10.1 02/01/2021 10.36* Change in Control Agreement between Registrant and Shigeyuki Hamamatsu, dated September 21, 2017. ARAY 10‑Q 001‑33301 10.4 11/03/2017 10.37* Executive Employment Agreement by and Between Registrant and Patrick Spine, dated January 1, 2021 . ARAY 10-Q 001-33301 10.3 02/01/2021 10.38* Executive Employment Agreement by and Between Registrant and Jesse Chew, dated January 1, 2021 . ARAY 10-Q 001-33301 10.4 02/01/2021 143 10.39* Amended and Restated Executive Employment Agreement by and Between Registrant and Suzanne Winter, dated July 1, 2021. X 10.40* Executive Employment Agreement by and between Registrant and Michael Hoge, dated January 1, 2021 . ARAY 10-Q 001-33301 10.5 04/30/2021 10.41‡ Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Financial Trust, individually as a lender and as agent, and the other lenders from time to time parties thereto, dated June 14, 2017. ARAY 10-K 001-33301 10.37 08/25/2017 10.42 Form of Exchange/Repurchase Agreement between Registrant and each signatory thereto, dated July 27, 2017 . ARAY 8-K 001-33301 10.1 07/28/2017 10.43 Form of Subscription Agreement between Registrant and each signatory thereto, dated July 27, 2017. ARAY 8-K 001-33301 10.2 07/28/2017 10.44 ‡ Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Financial Trust, individually as a lender and as agent, and the other financial institutions or other entities from time to time parties thereto, dated December 15, 2017. ARAY 10-Q 001-33301 10.1 02/05/2018 10.45 ‡ Amendment No. 1 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Funding IV Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time parties thereto, dated December 15, 2017. ARAY 10-Q 001-33301 10.2 02/05/2018 10.46 ‡ Amendment No. 1 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Financial Trust, individually as a lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated July 12, 2018. ARAY 10-K 001-33301 10.47 08/24/2018 144 10.4 7 ‡ Amendment No. 2 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Funding IV Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated July 12, 2018. ARAY 10-K 001-33301 10.48 08/24/2018 10.48 Amendment No. 2 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Financial Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated December 28, 2018. ARAY 10-Q 001-33301 10.6 02/08/2019 10.49 Amendment No. 3 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Funding X Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated December 28, 2018. ARAY 10-Q 001-33301 10.7 02/08/2019 145 10. 50 † Amendment No. 3 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Financial Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated May 30, 2019. ARAY 10-K 001-33301 10.51† 8/23/2019 10. 51 † Amendment No. 4 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Funding IV Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated May 30, 2019 . ARAY 10-K 001-33301 10. 52 † 8/23/2019 10. 52† Amendment No. 4 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Financial Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated August 30, 2019. ARAY 10-Q 001-33301 10.1 11/06/2019 146 10. 53† Amendment No. 5 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Funding IV Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated August 30, 2019. ARAY 10-Q 001-33301 10.2 11/06/2019 10.54† Amendment No. 5 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Financial Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated July 3, 2020 . ARAY 10-K 001-33301 10.52 8/25/20 10.55† Amendment No. 6 to Credit and Security Agreement by and among the Registrant, TomoTherapy Incorporated, any additional borrowers that may be added thereto, MidCap Funding IV Trust, individually as lender and as agent, and the other financial institutions or other entities from time to time party thereto, dated July 3, 2020 . ARAY 10-K 001-33301 10.53 8/25/20 10.56† Credit Agreement among the Registrant, as the Borrower, the several lenders from time to time party thereto, and Silicon Valley Bank, as administrative agent, lead arranger, issuing lender and swingline lender, dated as of May 6, 2021. X 10.57 Form of Exchange Agreement, dated as of May 6, 2021, between the Registrant and each signatory thereto. ARAY 8-K 001-33301 10.1 05/12/2021 10.58 Form of Subscription Agreement, dated as of May 6, 2021, between the Registrant and each signatory thereto . ARAY 8-K 001-33301 10.2 05/12/2021 21.1 List of subsidiaries. X 23.1 Consent of Grant Thornton LLP, independent registered public accounting firm. X 24.1 Power of Attorney (incorporated by reference to the signature page of this annual report on Form 10‑K). X 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. X 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. X 147 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. X 101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement. ‡ Confidential treatment has been granted with respect to portions of this exhibit. † Certain portions of this exhibit have been omitted because they are both not material and would be competitively harmful if publicly disclosed. The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10‑K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Accuray Incorporated under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10‑K, irrespective of any general incorporation language contained in such filing. Form 10‑K, irrespective of any general incorporation language contained in such filing. Item 16. FORM 10-K SUMMARY None. 148 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Sunnyvale, State of California, on the 17th day of August 2021. ACCURAY INCORPORATED By: /s/ Joshua H. Levine Joshua H. Levine Chief Executive Officer By: /s/ Shig Hamamatsu Shig Hamamatsu Senior Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Joshua H. Levine and Shig Hamamatsu, and each of them, as his true and lawful attorneys‑in‑fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys‑in‑fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys‑ in‑ fact and agents, and any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following and on the dates indicated. Signature Title Date /s/ Joshua H. Levine Joshua H. Levine Chief Executive Officer and Director (Principal Executive Officer) August 17, 2021 /s/ Shig Hamamatsu Shig Hamamatsu Chief Financial Officer (Principal and Accounting Financial Officer) August 17, 2021 /s/ Joseph E. Whitters Joseph E. Whitters Chairperson of the Board and Director August 17, 2021 /s/ Elizabeth Dávila Elizabeth Dávila Director August 17, 2021 /s/ Byron C. Scott Byron C. Scott Director August 17, 2021 /s/ Beverly A. Huss Beverly A. Huss Director August 17, 2021 /s/ Richard R. Pettingill Richard R. Pettingill Director August 17, 2021 /s/ Anne B. Le Grand Director August 17, 2021 Anne B. Le Grand /s/ James M. Hindman James M. Hindman Director August 17, 2021 149