Karman is an emerging growth company and is explicitly exempt from the requirement to hold a Say on Pay vote under the JOBS Act, so no formal advisory vote appears on this ballot. The CEO's total reported compensation of $814,077 for 2025 (consisting of $400,000 base salary and a $400,000 performance bonus tied to an Adjusted EBITDA target that was met, plus $14,077 in 401(k) matching and a home rental stipend) appears modest and well-structured relative to an $11.6 billion market cap industrial company. The incentive pay was earned against a disclosed, measurable performance target (Adjusted EBITDA of $140 million; actual of approximately $145 million), and the company has a clawback policy in place; there are no red flags on pay structure or level.

The non-audit fees paid to Baker Tilly (audit-related fees of $125,592 plus tax fees of $855,635, totaling $981,227) represent approximately 40% of audit fees on their own face, but when combined they represent roughly 40% — however, under the policy, audit-related fees that are not part of the statutory audit scope are included in the non-audit calculation: total non-audit fees of $981,227 divided by audit fees of $2,435,518 equals approximately 40%, which is below the 50% threshold. Recalculating: $981,227 / $2,435,518 = 40.3%, which is below 50%, so the non-audit fee ratio trigger does NOT fire. Baker Tilly only formally became auditor in June 2025 following the merger with Moss Adams, giving them a tenure of less than one year — well below the 25-year concern threshold. No material restatements were disclosed, and Baker Tilly, as a large national firm, is adequate for a company of Karman's size and complexity. Accordingly, the vote is FOR.