The most significant concern is that the 2025 Say on Pay vote received only 65.4% support — below the 70% threshold that triggers a no vote under policy — yet the Compensation Committee explicitly stated it decided to retain the overall design unchanged for 2025, which constitutes a failure to meaningfully respond to the shareholder signal. Additionally, Gregory Kossover's pay mix shows base salary at 53% of total target direct compensation, exceeding the 40% fixed-pay ceiling established by policy, meaning more than half of his pay is guaranteed regardless of performance. While the overall program has genuine strengths — 63% of CEO pay is at risk, the long-term incentive plan uses rigorous relative TSR and core EPS metrics with a hard forfeiture below the 35th percentile, a robust clawback policy exists, and the 2023 performance awards paid out at 144.8% of target reflecting genuine outperformance — the failure to address sub-70% shareholder concern and the Kossover pay-mix issue are sufficient to trigger a no recommendation under policy.

The proxy filing references Crowe LLP as auditor but the fee table data was not extractable from the provided filing text; per policy, when tenure cannot be confirmed the tenure trigger does not fire, and without confirmed fee figures no non-audit ratio trigger applies — the default FOR vote stands. Crowe LLP is a large national firm appropriate for a company of EQBK's size and complexity, and no material restatements are disclosed.