CEO Warren Kanders received total compensation of $6,789,841 in 2025, including a base salary of $1,700,000 — his salary alone represents roughly 25% of total pay, but his employment agreement guarantees a minimum cash bonus of 100% of base salary as long as EBITDA targets are met, meaning the combined guaranteed floor (salary plus minimum bonus) is $3,400,000 or about 50% of total pay, which effectively makes a large portion of his compensation fixed rather than truly at-risk. The bonus structure allows discretionary increases up to 200% of base salary but lacks transparent, pre-disclosed performance metrics tied to multi-year outcomes, raising concerns about pay-for-performance alignment. Additionally, the company paid $1,000,000 to Kanders & Company (a firm solely owned by the CEO) for advisory services on the Zircaloy acquisition and $2,000,000 for the TYR acquisition, payments that, while approved by the Audit Committee, represent incremental economic transfers to the CEO beyond his disclosed compensation and further inflate the effective total value flowing to him.

The non-audit fees paid to KPMG in 2025 (audit-related fees of $894,000 plus tax fees of $389,000, totaling $1,283,000) represent approximately 78% of the core audit fee of $1,635,000, well above the 50% threshold in our policy. While the audit-related fees were partly driven by buy-side due diligence for the company's acquisitions — a somewhat one-time activity — the combined non-audit ratio is large enough to raise independence concerns and the policy trigger applies. KPMG is a Big 4 firm appropriate for Cadre's $1.3B market cap, and auditor tenure is not disclosed in the filing, but the high non-audit fee ratio alone is sufficient to warrant a vote against ratification under our policy.