The proxy filing does not include a formal Say on Pay proposal on the ballot for this meeting — the agenda lists only director election and auditor ratification — so this vote determination is based on the compensation disclosures provided for informational purposes. CEO total compensation of $3,544,300 for 2025 is reasonable for a biotech CEO at a company of DSGN's market cap (~$788M), and a substantial majority of that pay comes from stock option awards ($2,754,300), meaning variable/performance-linked equity represents approximately 78% of total pay, which satisfies the policy's requirement that at least 50-60% of compensation be variable. The company also has a Dodd-Frank-compliant clawback policy in place, and the stock has delivered strong returns (+214% over one year, +141% over three years), meaning shareholders have benefited alongside executives.

Ernst & Young LLP has audited DSGN since 2020 (approximately 6 years), which is well below the 25-year tenure threshold that would raise independence concerns; the fee table shows only audit fees of $592,200 with zero non-audit fees billed in 2025, meaning there is no independence concern from non-audit work; and EY is a Big 4 firm fully appropriate for a company of DSGN's size and complexity.