The prior Say on Pay vote received 91.92% support, well above the 70% threshold that would require a response. The compensation program is heavily performance-oriented: for the new CEO, approximately 74% of target pay is at-risk (48% long-term equity plus 26% short-term incentive), and for other named executives roughly 63% is at-risk, satisfying the 50-60% variable pay requirement. The 3-year peer group TSR gap of -8.6 percentage points does not reach the 20-percentage-point underperformance threshold needed to trigger a pay-for-performance alignment concern, the company has a meaningful clawback policy adopted in 2023 compliant with Dodd-Frank, and annual equity dilution from named executive awards is within acceptable bounds relative to the approximately 21.4 million shares outstanding.

Non-audit fees (audit-related fees of $300,000, tax fees of $229,477, and all other fees of $3,790, totaling $533,267) represent approximately 25% of audit fees when compared strictly, but when audit-related fees — which relate to acquisition consulting and diligence rather than the statutory audit — are included in the non-audit total, the non-audit fees of $533,267 represent about 25.4% of audit fees of $2,102,513; however, re-examining the policy: non-audit fees including audit-related fees total $533,267 against audit fees of $2,102,513, which is a ratio of approximately 25%, below the 50% threshold — therefore on closer calculation the trigger does NOT fire. Reconsidering: Audit Fees = $2,102,513; non-audit fees (Audit-Related $300,000 + Tax $229,477 + All Other $3,790) = $533,267; ratio = $533,267 / $2,102,513 = 25.4%, which is below 50%. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy. No material restatements are noted, and Deloitte is a Big 4 firm appropriate for a $756M company. Vote is FOR.