While CEO Glen DeVos only joined in late 2025 and his $3.39 million total compensation package is largely composed of equity (approximately 90% in stock awards), the primary equity grant of 1,300,000 RSUs awarded as an inducement vests purely on a time/service schedule over four years with no performance conditions attached — meaning the largest single component of pay is effectively fixed compensation disguised as variable pay regardless of shareholder outcomes. The company lost approximately $95 million in 2025, the stock declined approximately 95% over three years, and the short-term bonus plan's performance hurdles (at least $10 million in revenue, no more than $55 million in cash operating expenses) are modest relative to the company's scale of losses and do not include any long-term stock price or return targets that would meaningfully tie executive outcomes to the shareholder experience. This combination of a large time-vesting-only equity grant alongside a pattern of deep value destruction represents a pay-for-performance failure that warrants a AGAINST vote.

Non-audit fees (audit-related fees of $82,700 plus tax fees of $39,885, totaling approximately $122,585) represent about 18% of audit fees of $673,020, well below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly disclosed so the tenure trigger cannot fire; and Baker Tilly is a large national firm appropriate for a sub-$1B company.