While prior Say-on-Pay support was a strong 98.8% and the pay mix is heavily weighted toward equity (roughly 91% for the CEO), the primary concern is pay-for-performance alignment: the company awarded above-market equity grants — including maximum-level additional equity for the CEO — while shareholders suffered a stock decline of roughly 46% in the past year and 29% over three years, dramatically underperforming peers. The vast majority of equity awarded consists of time-vesting restricted stock units that vest based solely on continued employment rather than on hitting stock price or financial performance targets, meaning executives are effectively receiving large compensation regardless of whether shareholder value is created. The newly introduced performance stock units (awarded in March 2026 based on a free-cash-flow target) are a positive step, but they cover only a portion of total compensation and were not in place for the 2025 compensation being voted on here.

Non-audit fees (tax fees of $2,176,000 plus other fees of $2,000, totaling approximately $2,178,000) represent about 24% of audit fees ($9,012,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of FOUR's size and complexity; auditor tenure is not disclosed so no tenure trigger fires; no material restatements are noted.